{"id":43017,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-and-reorganization-doubleclick.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-and-reorganization-doubleclick","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-and-reorganization-doubleclick.html","title":{"rendered":"Agreement and Plan of Merger and Reorganization &#8211; DoubleClick Inc. and Abacus Direct Corp."},"content":{"rendered":"<pre>\n                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION\n\n                                      among\n\n                                DOUBLECLICK INC.,\n\n                              ATLANTA MERGER CORP.\n\n                                       and\n\n                            ABACUS DIRECT CORPORATION\n\n                            Dated as of June 13, 1999\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                            Page\n                                                                            ----\n\nARTICLE I DEFINITIONS..........................................................2\n         SECTION 1.01 Certain Defined Terms....................................2\n\nARTICLE II THE MERGER..........................................................6\n         SECTION 2.01  The Merger..............................................6\n         SECTION 2.02  Closing.................................................6\n         SECTION 2.03  Effective Time..........................................6\n         SECTION 2.04  Effect of the Merger....................................6\n         SECTION 2.05  Certificate of Incorporation; Bylaws; Directors and \n                       Officers of Surviving Corporation.......................7\n                      \nARTICLE III CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES.................7\n         SECTION 3.01  Conversion of Shares....................................7\n         SECTION 3.02  Exchange of Shares Other than Treasury Shares...........8\n         SECTION 3.03  Stock Transfer Books...................................10\n         SECTION 3.04  No Fractional Share Certificates.......................10\n         SECTION 3.05  Options to Purchase Company Common Stock...............11\n         SECTION 3.06  Unvested Stock.........................................11\n         SECTION 3.07  Certain Adjustments....................................12\n\nARTICLE IV REPRESENTATIONS AND WARRANTIES OF COMPANY..........................12\n         SECTION 4.01  Organization and Qualification; Subsidiaries...........12\n         SECTION 4.02  Certificate of Incorporation and Bylaws................13\n         SECTION 4.03  Capitalization.........................................13\n         SECTION 4.04  Authority Relative to This Agreement...................14\n         SECTION 4.05  No Conflict; Required Filings and Consents.............14\n         SECTION 4.06  Permits; Compliance with Laws..........................15\n         SECTION 4.07  SEC Filings; Financial Statements......................15\n         SECTION 4.08  Absence of Certain Changes or Events...................16\n         SECTION 4.09  Employee Benefit Plans; Labor Matters..................17\n         SECTION 4.10  Pooling; Certain Tax Matters...........................20\n         SECTION 4.11  Contracts..............................................20\n         SECTION 4.12  Litigation.............................................20\n         SECTION 4.13  Environmental Matters..................................20\n         SECTION 4.14  Intellectual Property..................................21\n         SECTION 4.15  Taxes..................................................24\n         SECTION 4.16  Insurance..............................................25\n         SECTION 4.17  Properties.............................................25\n         SECTION 4.18  Affiliates.............................................26\n\n\n                                       i.\n\n\n\n                                                                            Page\n                                                                            ----\n\n         SECTION 4.19  Opinion of Financial Advisor...........................26\n         SECTION 4.20  Brokers................................................26\n         SECTION 4.21  Certain Business Practices.............................26\n         SECTION 4.22  Section 203 of the DGCL Not Applicable.................26\n         SECTION 4.23  Business Activity Restriction..........................27\n                      \nARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT............................27\n         SECTION 5.01  Organization and Qualification; Subsidiaries...........27\n         SECTION 5.02  Certificate of Incorporation and Bylaws................28\n         SECTION 5.03  Capitalization.........................................28\n         SECTION 5.04  Authority Relative to this Agreement...................28\n         SECTION 5.05  No Conflict; Required Filings and Consents.............29\n         SECTION 5.06  SEC Filings; Financial Statements......................29\n         SECTION 5.07  Pooling; Certain Tax Matters...........................30\n         SECTION 5.08  Opinion of Financial Advisor...........................30\n         SECTION 5.09  Brokers................................................30\n         SECTION 5.10  Affiliates.............................................31\n         SECTION 5.11  No Parent Material Adverse Effect......................31\n\nARTICLE VI COVENANTS..........................................................31\n         SECTION 6.01  Conduct of Business by Company Pending the Closing.....31\n         SECTION 6.02  Notices of Certain Events..............................33\n         SECTION 6.03  Access to Information; Confidentiality.................34\n         SECTION 6.04  No Solicitation of Transactions........................34\n         SECTION 6.05  Tax-Free Transaction; Pooling..........................35\n         SECTION 6.06  Control of Operations..................................35\n         SECTION 6.07  Further Action; Consents; Filings......................36\n         SECTION 6.08  Additional Reports.....................................36\n         SECTION 6.09  Tax Information........................................37\n         SECTION 6.10  Conduct of Business by Parent..........................37\n                      \nARTICLE VII ADDITIONAL AGREEMENTS.............................................37\n         SECTION 7.01  Registration Statement; Joint Proxy Statement..........37\n         SECTION 7.02  Stockholders' Meetings.................................39\n         SECTION 7.03  Affiliates.............................................40\n         SECTION 7.04  Directors' and Officers' Indemnification and Insurance.40\n         SECTION 7.05  No Shelf Registration..................................41\n         SECTION 7.06  Public Announcements...................................41\n         SECTION 7.07  NNM Listing............................................42\n         SECTION 7.08  Blue Sky...............................................42\n         SECTION 7.09  Employee Benefit Matters...............................42\n\n\n                                       ii\n\n\n\n                                                                            Page\n                                                                            ----\n\nARTICLE VIII CONDITIONS TO THE MERGER.........................................42\n         SECTION 8.01  Conditions to the Obligations of Each Party to \n                       Consummate the Merger..................................42\n         SECTION 8.02  Conditions to the Obligations of Company...............43\n         SECTION 8.03  Conditions to the Obligations of Parent................44\n                      \nARTICLE IX TERMINATION, AMENDMENT AND WAIVER..................................45\n         SECTION 9.01  Termination............................................45\n         SECTION 9.02  Effect of Termination..................................46\n         SECTION 9.03  Amendment..............................................46\n         SECTION 9.04  Waiver.................................................47\n         SECTION 9.05  Termination Fee; Expenses..............................47\n\nARTICLE X GENERAL PROVISIONS..................................................48\n         SECTION 10.01 Non-Survival of Representations and Warranties.........48\n         SECTION 10.02 Notices................................................49\n         SECTION 10.03 Severability...........................................50\n         SECTION 10.04 Assignment; Binding Effect; Benefit....................50\n         SECTION 10.05 Incorporation of Exhibits..............................51\n         SECTION 10.06 Governing Law..........................................51\n         SECTION 10.07 Waiver of Jury Trial...................................51\n         SECTION 10.08 Headings; Interpretation...............................51\n         SECTION 10.09 Counterparts...........................................52\n         SECTION 10.10 Entire Agreement.......................................52\n\n                                     ANNEXES\n\nANNEX A     Form of Stockholder Agreement\nANNEX B     Form of Option Agreement\nANNEX C     Form of Company Affiliate Agreement\nANNEX D     Form of Parent Affiliate Agreement\nANNEX E     Form of Employment Agreement\n\n\n                                      iii\n\n\n\n                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION\n\n            AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of June\n13, 1999 (as amended, supplemented or otherwise modified from time to time, this\n\"Agreement\"), among DOUBLECLICK INC., a Delaware corporation (\"Parent\"), ABACUS\nDIRECT CORPORATION, a Delaware corporation (\"Company\"), and ATLANTA MERGER\nCORP., a Delaware corporation and a direct wholly owned subsidiary of Parent\n(\"Merger Sub\"):\n\n                              W I T N E S S E T H:\n\n            WHEREAS, the boards of directors of Parent and Company have\ndetermined that it is advisable and in the best interests of their respective\ncompanies and stockholders to enter into a business combination by means of the\nmerger of Merger Sub with and into Company (the \"Merger\") and have approved and\nadopted this Agreement;\n\n            WHEREAS, concurrently with the execution of this Agreement and as an\ninducement to Parent to enter into this Agreement, certain stockholders of\nCompany have entered into a stockholder agreement (each, a \"Stockholder\nAgreement\") in the form attached hereto as Annex A;\n\n            WHEREAS, concurrently with the execution of this Agreement and as an\ninducement to Parent to enter into this Agreement, Company has entered into an\noption agreement (the \"Option Agreement\") in the form attached hereto as Annex\nB;\n\n            WHEREAS, upon the terms and subject to the conditions of this\nAgreement and in accordance with the General Corporation Law of the State of\nDelaware (the \"DGCL\"), Parent will acquire all of the common stock of Company\nthrough the merger of Merger Sub with and into Company;\n\n            WHEREAS, for financial reporting purposes, it is intended that the\nMerger be accounted for as a \"pooling of interests\" under United States\ngenerally accepted accounting principles (\"U. S. GAAP\") and the accounting\nstandards of the United States Securities and Exchange Commission (the \"SEC\");\nand\n\n            WHEREAS, for United States Federal income tax purposes, it is\nintended that the Merger shall qualify as a tax-free reorganization under\nSection 368(a) of the Internal Revenue Code of 1986, as amended (together with\nthe rules and regulations promulgated thereunder, the \"Code\"), and that this\nAgreement shall be, and hereby is, adopted as a plan of reorganization for\npurposes of Section 368 of the Code;\n\n            NOW, THEREFORE, in consideration of the foregoing and the\nrepresentations, warranties, covenants and agreements set forth herein, and\nother good and valuable consideration, the receipt and adequacy of which are\nhereby acknowledged, and intending to be legally bound hereby, the parties\nhereto hereby agree as follows:\n\n\n                                       2\n\n\n                                   ARTICLE I\n\n                                   DEFINITIONS\n\n            SECTION 1.01 Certain Defined Terms\n\n            Unless the context otherwise requires, the following terms, when\nused in this Agreement, shall have the respective meanings specified below (such\nmeanings to be equally applicable to the singular and plural forms of the terms\ndefined):\n\n            \"Affiliate\" shall mean, with respect to any person, any other person\nthat controls, is controlled by or is under common control with the first\nperson.\n\n            \"Blue Sky Laws\" shall mean state securities or \"blue sky\" laws.\n\n            \"Business day\" shall mean any day on which the principal offices of\nthe SEC in Washington, D.C. are open to accept filings, or, in the case of\ndetermining a date when any payment is due, any day on which banks are not\nrequired or authorized by law or executive order to close in New York.\n\n            \"Company Disclosure Schedule\" shall mean the disclosure schedule\ndelivered by Company to Parent prior to the execution of this Agreement and\nforming a part hereof.\n\n            \"Company Intellectual Property\" shall mean all patents (including,\nwithout limitation, all U.S. and foreign patents, patent applications, patent\ndisclosures, and any and all divisions, continuations, continuations-in-part,\nreissues, re-examinations and extensions thereof), design rights, trademarks,\ntrade names and service marks (whether or not registered), trade dress, Internet\ndomain names, copyrights (whether or not registered) and any renewal rights\ntherefor, sui generis database rights, statistical models, technology,\ninventions, supplier lists, trade secrets, know-how, computer software programs\nor applications in both source and object code form, databases, technical\ndocumentation of such software programs (\"Technical Documentation\"),\nregistrations and applications for any of the foregoing and all other tangible\nor intangible proprietary information or materials that were material to\nCompany's business or are currently used in Company's business in any product,\ntechnology or process (i) currently being or formerly manufactured, published or\nmarketed by Company or (ii) previously or currently under development for\npossible future manufacturing, publication, marketing or other use by Company.\n\n            \"Company Material Adverse Effect\" shall mean any change in or effect\non the business of Company and the Company Subsidiaries that, individually or in\nthe aggregate (taking into account all other such changes or effects), is, or is\nreasonably likely to be, materially adverse to the business, assets,\nliabilities, financial condition or results of operations of Company and the\nCompany Subsidiaries, taken as a whole, except to the extent that any such\nchange in or effect results from (i) changes in general economic conditions or\nchanges affecting the industry generally in which Company operates (provided\nthat such changes do not affect Company in a materially disproportionate\nmanner), (ii) changes in trading prices for the Company's capital \n\n\n                                       3\n\n\nstock, and (iii) any litigation or loss of customers or revenues that Company\nsuccessfully bears the burden of proving arose from Company entering into this\nAgreement.\n\n            \"Company Stock Plans\" shall mean Company's 1999 Stock Incentive\nPlan, Amended and Restated 1996 Stock Incentive Plan, and Amended and Restated\n1989 Stock Option Plan.\n\n            \"Competing Transaction\" shall mean any of the following involving\nCompany or Parent, as the case may be (other than the Merger):\n\n                  (i) any merger, consolidation, share exchange, business\n      combination or other similar transaction;\n\n                  (ii) any sale, lease, exchange, mortgage, pledge, transfer or\n      other disposition of 20% or more of the assets of such party and its\n      subsidiaries, taken as a whole, in a single transaction or series of\n      transactions;\n\n                  (iii) any license, joint venture or other arrangement pursuant\n      to which Company provides or permits access to all or a majority of its\n      data (on a value basis) to a third party, a primary purpose of which party\n      is targeted Internet, Web, e-mail or interactive television advertising;\n\n                  (iv) any tender offer or exchange offer for 20% or more of the\n      outstanding voting securities of such party or the filing of a\n      registration statement under the Securities Act in connection therewith;\n\n                  (v) any person having acquired beneficial ownership or the\n      right to acquire beneficial ownership of, or any \"group\" (as such term is\n      defined under Section 13(d) of the Exchange Act) having been formed that\n      beneficially owns or has the right to acquire beneficial ownership of, 20%\n      or more of the outstanding voting securities of such party;\n\n                  (vi) any solicitation in opposition to the approval of this\n      Agreement by the stockholders of such party; or\n\n                  (vii) any public announcement of a proposal, plan or intention\n      to do any of the foregoing or any agreement to engage in any of the\n      foregoing.\n\nFor the purpose of Section 9.05(b)(ii)(B) and Section 9.05(c), each reference to\n\"20%\" shall be deemed to be \"30%.\"\n\n            \"Confidentiality Agreements\" shall mean the confidentiality\nagreements, each dated April 21, 1999, between Parent and Company.\n\n            \"$\" shall mean United States Dollars.\n\n\n                                       4\n\n\n            \"Environmental Law\" shall mean any Law and any enforceable judicial\nor administrative interpretation thereof, including any judicial or\nadministrative order, consent decree or judgment, relating to pollution or\nprotection of the environment or natural resources, including, without\nlimitation, those relating to the use, handling, transportation, treatment,\nstorage, disposal, release or discharge of Hazardous Material, as in effect as\nof the date hereof.\n\n            \"Environmental Permit\" shall mean any permit, approval,\nidentification number, license or other authorization required under or issued\npursuant to any applicable Environmental Law.\n\n            \"ERISA\" shall mean the Employee Retirement Income Security Act of\n1974, as amended.\n\n            \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as\namended, together with the rules and regulations promulgated thereunder.\n\n            \"Expenses\" shall mean, with respect to any party hereto, all\ndocumented out-of-pocket expenses (including, without limitation, all fees and\nexpenses of counsel, accountants, investment bankers, experts and consultants to\na party hereto and its affiliates) incurred by such party or on its behalf in\nconnection with or related to the authorization, preparation, negotiation,\nexecution and performance of its obligations pursuant to this Agreement and the\nconsummation of the Merger, the preparation, printing, filing and mailing of the\nRegistration Statement and the Joint Proxy Statement, the solicitation of\nstockholder approvals, the filing of HSR Act notice, if any, and all other\nmatters related to the transactions contemplated hereby and the closing of the\nMerger.\n\n            \"Governmental Entity\" shall mean any United States Federal, state or\nlocal or any foreign governmental, regulatory or administrative authority,\nagency or commission or any court, tribunal or arbitral body.\n\n            \"Governmental Order\" shall mean any order, writ, judgment,\ninjunction, decree, stipulation, determination or award entered by or with any\nGovernmental Entity.\n\n            \"Hazardous Material\" shall mean (i) any petroleum, petroleum\nproducts, by-products or breakdown products, radioactive materials,\nasbestos-containing materials or polychlorinated biphenyls or (ii) any chemical,\nmaterial or substance defined or regulated as toxic or hazardous or as a\npollutant or contaminant or waste under any applicable Environmental Law.\n\n            \"HSR Act\" shall mean the Hart-Scott-Rodino Antitrust Improvements\nAct of 1976, as amended, together with the rules and regulations promulgated\nthereunder.\n\n            \"IRS\" shall mean the United States Internal Revenue Service.\n\n\n                                       5\n\n\n            \"Law\" shall mean any Federal, state, foreign or local statute, law,\nordinance, regulation, rule, code, order, judgment, decree, other requirement or\nrule of law of the United States or any other jurisdiction, and any other\nsimilar act or law.\n\n            \"Parent Disclosure Schedule\" shall mean the disclosure schedule\ndelivered by Parent to Company prior to the execution of this Agreement and\nforming a part hereof.\n\n            \"Parent Material Adverse Effect\" shall mean any change in or effect\non the business of Parent and the Parent Subsidiaries that, individually or in\nthe aggregate (taking into account all other such changes or effects), is, or is\nreasonably likely to be, materially adverse to the business, assets,\nliabilities, financial condition or results of operations of Parent and the\nParent Subsidiaries, taken as a whole, except to the extent that any such change\nin or effect results from (i) changes in general economic conditions or changes\naffecting the industry generally in which Parent operates (provided that such\nchanges do not affect Parent in a materially disproportionate manner) and (ii)\nany litigation or loss of customers or revenues that Parent successfully bears\nthe burden of proving arose from Parent entering into this Agreement; provided,\nhowever, that in no event shall a decrease in the trading price of Parent Common\nStock or litigation relating thereto be considered a Parent Material Adverse\nEffect.\n\n            \"Parent Stock Plans\" shall mean Parent's 1999 Non-Officer Stock\nOption\/Stock Issuance Plan, 1997 Stock Incentive Plan, as amended, and 1996\nStock Option Plan.\n\n            \"Person\" shall mean an individual, corporation, partnership, limited\npartnership, limited liability company, limited liability partnership,\nsyndicate, person (including, without limitation, a \"person\" as defined in\nSection 13(d)(3) of the Exchange Act), trust, association, entity or government\nor political subdivision, agency or instrumentality of a government.\n\n            \"Securities Act\" shall mean the Securities Act of 1933, as amended,\ntogether with the rules and regulations promulgated thereunder. \n\n            \"subsidiary\" shall mean, with respect to any person, any\ncorporation, partnership, limited partnership, limited liability company,\nlimited liability partnership, joint venture or other legal entity of which such\nperson (either alone or through or together with any other subsidiary of such\nperson) owns, directly or indirectly, a majority of the stock or other equity\ninterests, the holders of which are generally entitled to vote for the election\nof the board of directors or other governing body of such corporation or other\nlegal entity.\n\n            \"Tax\" shall mean (i) any and all taxes, fees, levies, duties,\ntariffs, imposts and other charges of any kind (together with any and all\ninterest, penalties, additions to tax and additional amounts imposed with\nrespect thereto) imposed by any Governmental Entity or taxing authority,\nincluding, without limitation, taxes or other charges on or with respect to\nincome, franchises, windfall or other profits, gross receipts, property, sales,\nuse, capital stock, payroll, employment, social security, workers' compensation,\nunemployment compensation or net worth; taxes or other charges in the nature of\nexcise, withholding, ad valorem, stamp, transfer, value-added or gains taxes;\nlicense, registration and documentation fees; and customers' duties, tariffs and\nsimilar charges; (ii) any liability for the payment of any amounts of the type\ndescribed in (i) \n\n\n                                       6\n\n\nas a result of being a member of an affiliated, combined, consolidated or\nunitary group for any taxable period; and (iii) any liability for the payment of\namounts of the type described in (i) or (ii) as a result of being a transferee\nof, or a successor in interest to, any Person or as a result of an express or\nimplied obligation to indemnify any person.\n\n            \"Tax Return\" shall mean any return, statement or form (including,\nwithout limitation, any estimated tax reports or return, withholding tax reports\nor return and information report or return) required to be filed with respect to\nany Taxes.\n\n                                   ARTICLE II\n\n                                   THE MERGER\n\n            SECTION 2.01 The Merger\n\n            Upon the terms and subject to the conditions set forth in this\nAgreement, and in accordance with the DGCL, at the Effective Time (as defined in\nSection 2.03), Merger Sub shall be merged with and into Company. As a result of\nthe Merger, the separate corporate existence of Merger Sub shall cease and\nCompany shall continue as the surviving corporation of the Merger as a wholly\nowned subsidiary of Parent (the \"Surviving Corporation\").\n\n            SECTION 2.02 Closing\n\n            Unless this Agreement shall have been terminated and the Merger\nherein contemplated shall have been abandoned pursuant to Section 9.01 and\nsubject to the satisfaction or waiver of the conditions set forth in Article\nVIII, the consummation of the Merger shall take place as promptly as practicable\n(and in any event within three business days) after satisfaction or waiver of\nthe conditions set forth in Article VIII, at a closing (the \"Closing\") to be\nheld at the offices of Brobeck, Phleger &amp; Harrison LLP, 1633 Broadway, New York,\nNew York 10019, unless another date, time or place is agreed to by Parent and\nCompany.\n\n            SECTION 2.03 Effective Time\n\n            At and after the time of the Closing, the parties shall cause the\nMerger to be consummated by filing a certificate of merger (the \"Certificate of\nMerger\") with the Secretary of State of the State of Delaware in such form as\nrequired by, and executed in accordance with the relevant provisions of, the\nDGCL (the date and time of such filing, or such later date and time as may be\nset forth therein, being the \"Effective Time\").\n\n            SECTION 2.04 Effect of the Merger\n\n            At the Effective Time, the effect of the Merger shall be as provided\nin the applicable provisions of the DGCL. Without limiting the generality of the\nforegoing, and subject thereto, at the Effective Time, all the property, rights,\nprivileges, powers and franchises of Company and Merger Sub shall vest in\nCompany as the Surviving Corporation, and all debts, \n\n\n                                       7\n\n\nliabilities and duties of Company and Merger Sub shall become the debts,\nliabilities and duties of Company as the Surviving Corporation.\n\n            SECTION 2.05 Certificate of Incorporation; Bylaws; Directors and\nOfficers of Surviving Corporation\n\n            Unless otherwise agreed by Parent and Company before the Effective\nTime, at the Effective Time:\n\n            (a) the Certificate of Incorporation and the Bylaws of Merger Sub in\neffect immediately prior to the Effective Time shall be the Certificate of\nIncorporation and the Bylaws of the Surviving Corporation, until thereafter\namended as provided by Law and such Certificate of Incorporation or Bylaws;\nprovided, however, that Article I of the Certificate of Incorporation of the\nSurviving Corporation shall be amended to read as follows: \"The name of the\ncorporation is Abacus Direct Corporation\" and the bylaws shall be amended to\nreflect such name change;\n\n            (b) the officers of Merger Sub immediately prior to the Effective\nTime shall serve in their respective offices of the Surviving Corporation from\nand after the Effective Time, in each case until their successors are elected or\nappointed and qualified or until their resignation or removal; and \n\n            (c) the directors of Merger Sub immediately prior to the Effective\nTime shall serve as the directors of the Surviving Corporation from and after\nthe Effective Time, in each case until their successors are elected or appointed\nand qualified or until their resignation or removal.\n\n                                  ARTICLE III\n\n               CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES\n\n            SECTION 3.01 Conversion of Shares\n\n            At the Effective Time, by virtue of the Merger, and without any\naction on the part of Parent, Merger Sub, Company or the holders of any of the\nfollowing securities:\n\n            (a) each share of Common Stock, $.001 par value, of Company\n(\"Company Common Stock\") issued and outstanding immediately before the Effective\nTime (excluding those held in the treasury of Company and those owned by any\nwholly owned subsidiary of Company) and all rights in respect thereof, shall,\nforthwith cease to exist and be converted into and become exchangeable for 1.05\nshares (the \"Exchange Ratio\") of common stock, $.001 par value, of Parent\n(\"Parent Common Stock\");\n\n            (b) each share of Company Common Stock held in the treasury of\nCompany or owned by any wholly owned subsidiary of Company immediately prior to\nthe Effective Time shall be canceled and retired and no shares of stock or other\nsecurities of Parent, the Surviving \n\n\n                                       8\n\n\nCorporation or any other corporation shall be issuable, and no payment or other\nconsideration shall be made, with respect thereto; and \n\n            (c) each issued and outstanding share of capital stock of Merger Sub\nshall be converted into and become one fully paid and nonassessable share of\ncommon stock of the Surviving Corporation.\n\n            SECTION 3.02 Exchange of Shares Other than Treasury Shares\n\n            (a) Exchange Agent. Prior to the Effective Time, Parent shall enter\ninto an agreement with a bank or trust company to act as exchange agent for the\nMerger (the \"Exchange Agent\") as may be designated by Parent and such agreement\nand the Exchange Agent shall be reasonably acceptable to Company.\n\n            (b) Parent to Provide Common Stock and Cash. Promptly after the\nEffective Time, Parent shall make available to the Exchange Agent for the\nbenefit of the holder of Company Common Stock: (i) Certificates of Parent Common\nStock (\"Parent Certificates\") representing the number of whole shares of Parent\nCommon Stock issuable pursuant to Section 3.01(a) in exchange for shares of\nCompany Common Stock outstanding immediately prior to the Effective Time; (ii)\nsufficient funds to permit payment in lieu of fractional shares pursuant to\nSection 3.04 and (iii) any dividends or distributions to which holders of shares\nof Company Common Stock may be entitled pursuant to Section 3.07. \n\n            (c) Exchange Procedures. The Exchange Agent shall mail to each\nholder of record of certificates of Company Common Stock (\"Company\nCertificates\"), whose shares were converted into the right to receive shares of\nParent Common Stock (and cash in lieu of fractional shares pursuant to Section\n3.04) promptly after the Effective Time (and in any event no later than three\nbusiness days after the Effective Time): (i) a letter of transmittal (which\nshall specify that delivery shall be effected, and risk of loss and title to the\nCompany Certificates shall pass, only upon receipt of the Company Certificates\nby the Exchange Agent, and shall be in such form and have such other provisions\nas Parent may reasonably specify); and (ii) instructions for use in effecting\nthe surrender of the Company Certificates in exchange for Parent Certificates\n(and cash in lieu of fractional shares). Upon surrender of a Company Certificate\nfor cancellation to the Exchange Agent or to such other agent or agents as may\nbe appointed by Parent, together with such letter of transmittal, duly completed\nand validly executed, and such other documents as may be reasonably required by\nthe Exchange Agent, the holder of such Company Certificate shall be entitled to\nreceive in exchange therefor a Parent Certificate representing the number of\nwhole shares of Parent Common Stock that such holder has the right to receive\npursuant to this Article III and payment of cash in lieu of fractional shares\nwhich such holder has the right to receive pursuant to Section 3.04, and the\nCompany Certificate so surrendered shall forthwith be canceled. Until so\nsurrendered, each outstanding Company Certificate that, prior to the Effective\nTime, represented shares of Company Common Stock will be deemed from and after\nthe Effective Time, for all corporate purposes other than the payment of\ndividends and distributions, to evidence the ownership of the number of full\nshares of Parent Common Stock into which such shares of Company Common Stock\nshall have been so converted and the right to receive an \n\n\n                                       9\n\n\namount in cash in lieu of the issuance of any fractional shares in accordance\nwith Section 3.04. Notwithstanding any other provision of this Agreement, no\ninterest will be paid or will accrue on any cash payable to holders of Company\nCertificates pursuant to the provisions of this Article III.\n\n            (d) Lost, Stolen or Destroyed Company Certificates. In the event any\nCompany Certificates shall have been lost, stolen or destroyed, the Exchange\nAgent shall issue in exchange for such lost, stolen or destroyed Company\nCertificates, upon the making of an affidavit of that fact by the holder\nthereof, a Parent Certificate representing such shares of Parent Common Stock\n(and cash in lieu of fractional shares) as may be required pursuant to this\nArticle III; provided, however, that Parent may, in its discretion and as a\ncondition precedent to the issuance thereof, require the owner of such lost,\nstolen or destroyed Company Certificates to indemnify Parent against any claim\nthat may be made against Parent, the Surviving Corporation or the Exchange Agent\nwith respect to the Company Certificates alleged to have been lost, stolen or\ndestroyed. \n\n            (e) Distributions With Respect to Unexchanged Shares. No dividends\nor other distributions with respect to Parent Common Stock with a record date\nafter the Effective Time will be paid to the holder of any unsurrendered Company\nCertificate with respect to the shares of Parent Common Stock represented\nthereby until the holder of record of such Company Certificate shall surrender\nsuch Company Certificate. Subject to the effect of applicable escheat or similar\nlaws, following surrender of any such Company Certificate, there shall be paid\nto the record holder of the Parent Certificates issued in exchange therefor,\nwithout interest, at the time of such surrender, the amount of any such\ndividends or other distributions with a record date after the Effective Time\ntheretofore payable (but for the provisions of this Section 3.02(e)) with\nrespect to such shares of Parent Common Stock. \n\n            (f) Transfer of Ownership. If any Parent Certificate is to be issued\nin a name other than that in which the Company Certificate surrendered in\nexchange therefor is registered, it will be a condition of the issuance thereof\nthat the Company Certificate so surrendered will be properly endorsed and\notherwise in proper form for transfer and that the person requesting such\nexchange will have paid to Parent or any agent designated by it any transfer or\nother taxes required by reason of the issuance of a Parent Certificate for\nshares of Parent Common Stock in any name other than that of the registered\nholder of the Company Certificate surrendered, or established to the\nsatisfaction of Parent or any agent designated by it that such tax has been paid\nor is not payable. \n\n            (g) Termination of Exchange Agent Funding. Any portion of funds\n(including any interest earned thereon) or Parent Certificates held by the\nExchange Agent which have not been delivered to holders of Company Certificates\npursuant to this Article III within six months after the Effective Time shall\npromptly be paid or delivered, as appropriate, to Parent, and thereafter holders\nof Company Certificates who have not theretofore complied with the exchange\nprocedures outlined in and contemplated by this Section 3.02 shall thereafter\nlook only to Parent (subject to abandoned property, escheat and similar laws)\nonly as general creditors thereof for their claim for shares of Parent Common\nStock, any cash in lieu of fractional shares of Parent\n\n\n                                       10\n\n\nCommon Stock and any dividends or distributions (with a record date after the\nEffective Time) with respect to Parent Common Stock to which they are entitled.\n\n            (h) No Liability. Notwithstanding anything to the contrary in this\nSection 3.02, none of the Exchange Agent, the Surviving Corporation or any party\nhereto shall be liable to any person in respect of any shares of Parent Common\nStock or cash delivered to a public official pursuant to any applicable\nabandoned property, escheat or similar law. \n\n            SECTION 3.03 Stock Transfer Books\n\n            (a) At the Effective Time, the stock transfer books of Company shall\neach be closed, and there shall be no further registration of transfers of\nshares of Company Common Stock thereafter on the records of any such stock\ntransfer books. In the event of a transfer of ownership of shares of Company\nCommon Stock that is not registered in the stock transfer records of Company at\nthe Effective Time, a certificate or certificates representing the number of\nfull shares of Parent Common Stock into which such shares of Company Common\nStock shall have been converted shall be issued to the transferee together with\na cash payment in lieu of fractional shares, if any, in accordance with Section\n3.04 hereof, and a cash payment in the amount of dividends, if any, in\naccordance with Section 3.02(e) hereof, if the certificate or certificates\nrepresenting such shares of Company Common Stock is or are surrendered as\nprovided in Section 3.02(c) hereof, accompanied by all documents required to\nevidence and effect such transfer and by evidence of payment of any applicable\nstock transfer tax.\n\n            (b) Notwithstanding anything to the contrary herein, certificates\nsurrendered for exchange by any person constituting an affiliate of Company\nshall not be exchanged until Parent shall have received from such person an\naffiliate letter as provided in Section 7.03.\n\n            SECTION 3.04 No Fractional Share Certificates\n\n            No scrip or fractional share Parent Certificate shall be issued upon\nthe surrender for exchange of Company Certificates, and an outstanding\nfractional share interest shall not entitle the owner thereof to vote, to\nreceive dividends or to any rights of a stockholder of Parent or of Surviving\nCorporation with respect to such fractional share interest. As promptly as\npracticable following the Effective Time, Parent shall deposit with the Exchange\nAgent an amount in cash sufficient for the Exchange Agent to pay each holder of\nCompany Common Stock an amount in cash equal to the product obtained by\nmultiplying (i) the fractional share interest to which such holder would\notherwise be entitled (after taking into account all shares of Company Common\nStock held at the Effective Time by such holder) by (ii) the closing price for a\nshare of Parent Common Stock on the Nasdaq National Market (the \"NNM\") on the\nlast business day prior to the Effective Time. As soon as practicable after the\ndetermination of the amount of cash, if any, to be paid to holders of Company\nCommon Stock with respect to any fractional share interests, the Exchange Agent\nshall make available such amounts, net of any required withholding Taxes, to\nsuch holders of Company Common Stock, subject to and in accordance with the\nterms of Section 3.02 hereof.\n\n\n                                       11\n\n\n            SECTION 3.05 Options to Purchase Company Common Stock\n\n            At the Effective Time, each option or warrant granted by Company to\npurchase shares of Company Common Stock (\"Company Stock Options\"), which is\noutstanding and unexercised immediately prior to the Effective Time, and the\nCompany Stock Plans shall be assumed by Parent, and the Company Stock Options\nshall be converted into an option or warrant, as the case may be, to purchase\nshares of Parent Common Stock in such number and at such exercise price as\nprovided below and otherwise having the same terms and conditions as in effect\nimmediately prior to the Effective Time (except to the extent that such terms,\nconditions and restrictions may be altered in accordance with their terms as a\nresult of the Merger contemplated hereby and except that all references in each\nsuch Company Stock Option to Company shall be deemed to refer to Parent):\n\n            (a) the number of shares of Parent Common Stock to be subject to the\nnew option or warrant, as the case may be, shall be equal to the product of (x)\nthe number of shares of Company Common Stock subject to the original Company\nStock Option immediately prior to the Effective Time and (y) the Exchange Ratio;\n\n            (b) the exercise price per share of Parent Common Stock under the\nnew option or warrant shall be equal to (x) the exercise price per share of\nCompany Common Stock in effect under the original Company Stock Option\nimmediately prior to the Effective Time divided by (y) the Exchange Ratio; and\n\n            (c) in effecting such assumption and conversion, the aggregate\nnumber of shares of Parent Common Stock to be subject to each assumed Company\nStock Option will be rounded down, if necessary, to the next whole share and the\naggregate exercise price shall be rounded up, if necessary, to the next whole\ncent (for the purpose of providing that the intrinsic value of such Company\nStock Options shall be preserved at the Effective Time).\n\n      The adjustments provided herein with respect to any options that are\n\"incentive stock options\" (as defined in Section 422 of the Code) shall be\neffected in a manner consistent with the requirements of Section 424(a) of the\nCode so as to retain their character as incentive stock options. The assumption\nof the outstanding Company Stock Options in the Merger and their conversion into\noptions for Parent Common Stock will not result in any accelerated vesting of\nthose options or the shares purchasable thereunder other than as contemplated in\npresently existing agreements to which the Company is a party, copies of which\nagreements have been provided to Parent, and the vesting schedule in effect for\neach Company Stock Option immediately prior to the Effective Time shall remain\nin full force after the assumption thereof by Parent.\n\n            SECTION 3.06 Unvested Stock\n\n            At the Effective Time, any unvested shares of Company Common Stock\nawarded to employees, directors or consultants pursuant to any of the Company's\nplans or arrangements and outstanding immediately prior to the Effective Time\nshall be converted into unvested shares of Parent Common Stock in accordance\nwith the Exchange Ratio and shall remain subject to the \n\n\n                                       12\n\n\nsame terms, restrictions and vesting schedule as in effect immediately prior to\nthe Effective Time, except to the extent by their terms such unvested shares of\nCompany Common Stock vest at the Effective Time and copies of the relevant\nagreements governing such vesting have been provided to Parent. All outstanding\nrights which Company may hold immediately prior to the Effective Time to\nrepurchase unvested shares of Company Common Stock shall be assigned to the\nParent in the Merger and shall thereafter be exercisable by Parent upon the same\nterms and conditions in effect immediately prior to the Effective Time, except\nthat the shares purchasable pursuant to such rights and the purchase price\npayable per share shall be adjusted to reflect the Exchange Ratio.\n\n            SECTION 3.07 Certain Adjustments\n\n            If between the date of this Agreement and the Effective Time, the\noutstanding shares of Parent Common Stock or Company Common Stock shall be\nchanged into a different number of shares by reason of any reclassification,\nrecapitalization, split-up, combination or exchange of shares, or any dividend\npayable in stock or other securities shall be declared thereon with a record\ndate within such period, or the number of shares of Company Common Stock on a\nfully diluted basis is in excess of that specified in Section 4.03 and disclosed\nin Section 4.03 of the Company Disclosure Schedule (regardless of whether such\nexcess is a result of an additional issuance of capital stock or a correction to\nsuch Sections), then the Exchange Ratio established pursuant to the provisions\nof Section 3.01 shall be adjusted accordingly to provide to each of Parent, on\nthe one hand, and the holders of Company Common Stock in the aggregate, on the\nother hand, the same economic effect as contemplated by this Agreement prior to\nsuch reclassification, recapitalization, split-up, combination, exchange,\ndividend or increase.\n\n                                   ARTICLE IV\n\n                    REPRESENTATIONS AND WARRANTIES OF COMPANY\n\n            Company hereby represents and warrants to Parent, subject to the\nexceptions specifically disclosed in writing in the Company Disclosure Schedule,\nall such exceptions to be referenced to a specific representation set forth in\nthis Article IV or to otherwise be clearly applicable to representations hereof\nnot specifically referenced, that:\n\n            SECTION 4.01 Organization and Qualification; Subsidiaries\n\n            (a) Company and each directly and indirectly owned subsidiary of\nCompany (the \"Company Subsidiaries\") has been duly organized and is validly\nexisting and in good standing (to the extent applicable) under the laws of the\njurisdiction of its incorporation or organization, as the case may be, and has\nthe requisite corporate power and authority to own, lease and operate its\nproperties and to carry on its business as it is now being conducted. Company\nand each Company Subsidiary is duly qualified or licensed to do business, and is\nin good standing (to the extent applicable), in each jurisdiction where the\ncharacter of the properties owned, leased or operated by it or the nature of its\nbusiness makes such qualification or licensing necessary.\n\n\n                                       13\n\n\n            (b) Section 4.01 of the Company Disclosure Schedule sets forth, as\nof the date of this Agreement, a true and complete list of each Company\nSubsidiary, together with (i) the jurisdiction of incorporation or organization\nof each Company Subsidiary and the percentage of each Company Subsidiary's\noutstanding capital stock or other equity interests owned by Company or another\nCompany Subsidiary and (ii) an indication of whether each Company Subsidiary is\na \"Significant Subsidiary\" as defined in Regulation S-X under the Exchange Act.\nExcept as set forth in Section 4.01 of the Company Disclosure Schedule, neither\nCompany nor any Company Subsidiary owns an equity interest in any partnership or\njoint venture arrangement or other business entity. \n\n            SECTION 4.02 Certificate of Incorporation and Bylaws\n\n            The copies of Company's certificate of incorporation and bylaws\npreviously provided to Parent by Company are true, complete and correct copies\nthereof. Such certificate of incorporation and bylaws are in full force and\neffect. Company is not in violation of any of the provisions of its certificate\nof incorporation or bylaws.\n\n            SECTION 4.03 Capitalization\n\n            The authorized capital stock of Company consists of 25,000,000\nshares of Company Common Stock and 1,000,000 shares of preferred stock (\"Company\nPreferred Stock\"). As of the date hereof, (i) 9,877,521 shares of Company Common\nStock are issued and outstanding, all of which are validly issued, fully paid\nand nonassessable, (ii) no shares of Company Common Stock are held in the\ntreasury of Company, (iii) no shares of Company Common Stock are held by Company\nSubsidiaries, (iv) 2,151,298 shares of Company Common Stock are reserved for\nfuture issuance pursuant to Company Stock Options, of which 1,820,523 and\n330,775 shares of Company Common Stock are reserved for future issuance pursuant\nto unvested, outstanding and vested, outstanding, unexercised Company Stock\nOptions, respectively, and (v) no shares of Company Preferred Stock are\noutstanding. The name of each holder of a Company Stock Option, the grant date\nof each Company Stock Option, and the number of shares of Company Common Stock\nfor which each Company Stock Option is exercisable and the exercise price of\neach Company Stock Option are set forth in Section 4.03 of the Company\nDisclosure Schedule. Except for shares of Company Common Stock issuable pursuant\nto Company Stock Plans, there are no options, warrants or other rights,\nagreements, arrangements or commitments of any character obligating Company or\nany Company Subsidiary to issue or sell any shares of capital stock of, or other\nequity interests in, Company or any Company Subsidiary. All shares of Company\nCommon Stock subject to issuance as aforesaid, upon issuance prior to the\nEffective Time on the terms and conditions specified in the instruments pursuant\nto which they are issuable, will be duly authorized, validly issued, fully paid\nand nonassessable. There are no outstanding contractual obligations of Company\nor any Company Subsidiary to repurchase, redeem or otherwise acquire any shares\nof Company Common Stock or any capital stock of any Company Subsidiary. Each\noutstanding share of capital stock of each Company Subsidiary is duly\nauthorized, validly issued, fully paid and nonassessable and each such share\nowned by Company or another Company Subsidiary is free and clear of all security\ninterests, liens, claims, pledges, options, rights of first refusal, \n\n\n                                       14\n\n\nagreements, limitations on Company's or such other Company Subsidiary's voting\nrights, charges and other encumbrances of any nature whatsoever. There are no\nmaterial outstanding contractual obligations of Company or any Company\nSubsidiary to provide funds to, or make any material investment (in the form of\na loan, capital contribution or otherwise) in, any Company Subsidiary or any\nother person.\n\n            SECTION 4.04 Authority Relative to This Agreement\n\n            Company has all necessary corporate power and authority to execute\nand deliver this Agreement and the Option Agreement, to perform its obligations\nhereunder and thereunder and to consummate the transactions contemplated hereby\nand thereby. The execution and delivery of this Agreement and the Option\nAgreement by Company and the consummation by Company of the transactions\ncontemplated hereby and thereby have been duly and validly authorized by all\nnecessary corporate action, and no other corporate proceedings on the part of\nCompany are necessary to authorize this Agreement and the Option Agreement or to\nconsummate the transactions contemplated hereby and thereby (other than, with\nrespect to the Merger, the approval of this Agreement by the holders of a\nmajority of the outstanding shares of Company Common Stock entitled to vote with\nrespect thereto at the Company Stockholders' Meeting (as defined in Section\n7.01), and the filing and recordation of the Certificate of Merger as required\nby the DGCL). This Agreement and the Option Agreement have been duly executed\nand delivered by Company and, assuming the due authorization, execution and\ndelivery by the other parties hereto and thereto, constitute legal, valid and\nbinding obligations of Company, enforceable against Company in accordance with\ntheir terms, subject to the effect of any applicable bankruptcy, moratorium,\ninsolvency, reorganization or other similar law affecting the enforceability of\ncreditors' rights generally and to the effect of general principles of equity\nwhich may limit the availability of remedies (whether in a proceeding at law or\nin equity).\n\n            SECTION 4.05 No Conflict; Required Filings and Consents\n\n            (a) The execution and delivery of this Agreement and the Option\nAgreement by Company do not, and the performance by Company of its obligations\nhereunder and thereunder and the consummation of the Merger will not, (i)\nconflict with or violate any provision of the certificate of incorporation or\nbylaws of Company or any equivalent organizational documents of any Company\nSubsidiary, (ii) assuming that all filings and notifications described in\nSection 4.05(b) have been made, conflict with or violate any Law applicable to\nCompany or any Company Subsidiary or by which any property or asset of Company\nor any Company Subsidiary is bound or affected or (iii) result in any material\nbreach of or constitute a material default (or an event which with the giving of\nnotice or lapse of time or both could reasonably be expected to become a\ndefault) under, or give to others any right of termination, amendment,\nacceleration or cancellation of, or result in the creation of a lien or other\nencumbrance on any material property or asset of Company or any Company\nSubsidiary pursuant to, any material note, bond, mortgage, indenture, contract,\nagreement, lease, license, permit, franchise or other instrument or obligation.\n\n            (b) Except as may arise solely by virtue of the nature of Parent's\nbusiness, the execution and delivery of this Agreement by Company do not, and\nthe performance by Company \n\n\n                                       15\n\n\nof its obligations hereunder and the consummation of the Merger will not,\nrequire any consent, approval, authorization or permit of, or filing by Company\nwith or notification by Company to, any Governmental Entity, except pursuant to\napplicable requirements of the Exchange Act, the Securities Act, Blue Sky Laws,\nthe rules and regulations of the NNM, state takeover laws, the premerger\nnotification requirements of the HSR Act, and the filing and recordation of the\nCertificate of Merger as required by the DGCL. \n\n            SECTION 4.06 Permits; Compliance with Laws\n\n            Company and the Company Subsidiaries are in possession of all\nfranchises, grants, authorizations, licenses, establishment registrations,\nproduct listings, permits, easements, variances, exceptions, consents,\ncertificates, identification and registration numbers, approvals and orders of\nany Governmental Entity materially necessary for Company or any Company\nSubsidiary to own, lease and operate its properties or to offer or perform its\nservices or to develop, produce, store, distribute and market its products or\notherwise to carry on its business as it is now being conducted (collectively,\nthe \"Company Permits\"), and, as of the date of this Agreement, none of the\nCompany Permits has been suspended or cancelled nor is any such suspension or\ncancellation pending or, to the knowledge of Company, threatened. Neither\nCompany nor any Company Subsidiary is in conflict with, or in default or\nviolation of, (i) any Law applicable to Company or any Company Subsidiary or by\nwhich any property or asset of Company or any Company Subsidiary is bound or\naffected or (ii) any material Company Permits. Section 4.06 of the Company\nDisclosure Schedule sets forth, as of the date of this Agreement, all actions,\nproceedings, investigations or surveys pending or, to the knowledge of Company,\nthreatened against Company or any Company Subsidiary that could reasonably be\nexpected to result in the suspension or cancellation of any other material\nCompany Permit. Since January 1, 1997, neither Company nor any Company\nSubsidiary has received from any Governmental Entity any written notification\nwith respect to possible material conflicts, defaults or violations of Laws.\n\n            SECTION 4.07 SEC Filings; Financial Statements\n\n            (a) Company has timely filed all forms, reports, statements and\ndocuments required to be filed by it (A) with the SEC and the NNM since November\n1, 1996 (collectively, together with any such forms, reports, statements and\ndocuments Company may file subsequent to the date hereof until the Closing, the\n\"Company Reports\") and (B) with any other Governmental Entities. Each Company\nReport (i) was prepared in accordance with the requirements of the Securities\nAct, the Exchange Act or the rules and regulations of the NNM, as the case may\nbe, in substantially all respects and (ii) did not at the time it was filed\ncontain any untrue statement of a material fact or omit to state a material fact\nrequired to be stated therein or necessary in order to make the statements made\ntherein, in the light of the circumstances under which they were made, not\nmisleading. Each form, report, statement and document referred to in clause (B)\nof this paragraph was prepared in all material respects in accordance with the\nrequirements of applicable Law. No Company Subsidiary is subject to the periodic\nreporting requirements of the Exchange Act or required to file any form, report\nor other document with the SEC, the NNM, any other stock exchange or any other\ncomparable Governmental Entity.\n\n\n                                       16\n\n\n            (b) Each of the consolidated financial statements (including, in\neach case, any notes thereto) contained in the Company Reports was prepared in\naccordance with U.S. GAAP (except as may be permitted by Form 10-Q under the\nExchange Act) applied on a consistent basis throughout the periods indicated\n(except as may be indicated in the notes thereto) and each presented fairly, in\nall material respects, the consolidated financial position of Company and the\nconsolidated Company Subsidiaries as at the respective dates thereof and for the\nrespective periods indicated therein, except as otherwise noted therein\n(subject, in the case of unaudited statements, to normal and recurring\nimmaterial year-end adjustments). \n\n            (c) Except as and to the extent set forth or reserved against on the\nconsolidated balance sheet of Company and the Company Subsidiaries as reported\nin the Company Reports, including the notes thereto, none of Company or any\nCompany Subsidiary has any liabilities or obligations of any nature (whether\naccrued, absolute, contingent or otherwise) that would be required to be\nreflected on a balance sheet or in notes thereto prepared in accordance with\nU.S. GAAP, except for immaterial liabilities or obligations incurred in the\nordinary course of business consistent with past practice since December 31,\n1998. \n\n            SECTION 4.08 Absence of Certain Changes or Events\n\n            Since December 31, 1998, Company and the Company Subsidiaries have\nconducted their businesses in all material respects only in the ordinary course\nconsistent with past practice and, since such date, there has not been (i) any\nmaterial changes in or effect on the business, assets, liabilities, financial\ncondition or results of operations of Company or the Company Subsidiaries, (ii)\nany event (other than events within the scope of Section 4.10) that could\nreasonably be expected to prevent or materially delay the performance of\nCompany's obligations pursuant to this Agreement and the consummation of the\nMerger by Company, (iii) any material change by Company in its accounting\nmethods, principles or practices, (iv) any declaration, setting aside or payment\nof any dividend or distribution in respect of the shares of Company Common Stock\nor any redemption, purchase or other acquisition of any of Company's securities,\n(v) except for changes in the ordinary course of business consistent with past\npractice that only affect non-officer employees of the Company, any increase in\nthe compensation or benefits or establishment of any bonus, insurance,\nseverance, deferred compensation, pension, retirement, profit sharing, stock\noption (including, without limitation, the granting of stock options, stock\nappreciation rights, performance awards or restricted stock awards), stock\npurchase or other employee benefit plan, or any other increase in the\ncompensation payable or to become payable to any employees, officers,\nconsultants or directors of Company or any Company Subsidiary, (vi) any issuance\nor sale of any stock, notes, bonds or other securities other than pursuant to\nthe exercise of outstanding securities, or entering into any agreement with\nrespect thereto, or the issuances of options under the Company Stock Plans,\n(vii) any amendment to the Company's certificate of incorporation or bylaws,\n(viii) other than in the ordinary course of business consistent with past\npractice, any (x) purchase, sale, assignment or transfer of any material assets,\n(y) mortgage, pledge or existence of any lien, encumbrance or charge on any\nmaterial assets or properties, tangible or intangible except for liens for Taxes\nnot yet delinquent, or (z) waiver of any rights of material value or\ncancellation or any material debts or claims, (ix) any incurrence of any\nmaterial liability (absolute or contingent), except for current liabilities \n\n\n                                       17\n\n\nand obligations incurred in the ordinary course of business consistent with past\npractice, (x) any incurrence of any damage, destruction or similar loss, whether\nor not covered by insurance, materially affecting the business or properties of\nCompany or any Company Subsidiary, or (xi) any entering into any transaction of\na material nature other than in the ordinary course of business, consistent with\npast practice.\n\n            SECTION 4.09 Employee Benefit Plans; Labor Matters\n\n            (a) The Company Disclosure Schedule lists each employee benefit\nfund, plan, program, arrangement and contract (including, without limitation,\nany \"pension\" plan, fund or program, as defined in Section 3(2) of ERISA, and\nany \"employee benefit plan\", as defined in Section 3(3) of ERISA and any plan,\nprogram, arrangement or contract providing for severance; medical, dental or\nvision benefits; life insurance or death benefits; disability benefits, sick pay\nor other wage replacement; vacation, holiday or sabbatical; pension or\nprofit-sharing benefits; stock options or other equity compensation; bonus or\nincentive pay or other material fringe benefits) (\"Benefit Plans\"), maintained,\nsponsored or contributed to or required to be contributed to by Company or any\nCompany Subsidiary (the \"Company Benefit Plans\"). With respect to each Company\nBenefit Plan, Company has delivered or made available to Parent a true, complete\nand correct copy of (i) such Company Benefit Plan (of, if not written, a written\nsummary of its material terms) and the most recent summary plan description, if\nany, related to such Company Benefit Plan, (ii) each trust agreement or other\nfunding arrangement relating to such Company Benefit Plan, (iii) the most recent\nannual report (Form 5500) filed with the IRS with respect to such Company\nBenefit Plan (and, if the most recent annual report is a Form 5500R, the most\nrecent Form 5500C filed with respect to such Company Benefit Plan), (iv) the\nmost recent actuarial report or financial statement relating to such Company\nBenefit Plan and (v) the most recent determination letter, if any, issued by the\nIRS with respect to such Company Benefit Plan and any pending request for such a\ndetermination letter. Neither Company nor any Company Subsidiary nor, to the\nknowledge of Company, any other person or entity, has any express commitment,\nwhether legally enforceable or not, to modify, change or terminate any Company\nBenefit Plan, other than with respect to a modification, change or termination\nrequired by ERISA or the Code.\n\n            (b) Each Company Benefit Plan has been administered in all material\nrespects in accordance with its terms and all applicable laws, including ERISA\nand the Code, and contributions required to be made under the terms of any of\nthe Company Benefit Plans as of the date of this Agreement have been timely made\nor, if not yet due, have been properly reflected on the most recent consolidated\nbalance sheet filed or incorporated by reference in the Company Reports prior to\nthe date of this Agreement. With respect to the Company Benefit Plans, to\nCompany's knowledge, no event has occurred and, to the knowledge of Company,\nthere exists no condition or set of circumstances in connection with which\nCompany or any Company Subsidiary could be subject to any material liability\n(other than for routine benefit liabilities) under the terms of, or with respect\nto, such Company Benefit Plans, ERISA, the Code or any other applicable Law. \n\n\n                                       18\n\n\n            (c) Company on behalf of itself and each Company ERISA Affiliate (as\ndefined below) hereby represents that: (i) each Company Benefit Plan which is\nintended to qualify under Section 401(a), Section 401(k), Section 401(m) or\nSection 4975(e)(6) of the Code has received a favorable determination letter\nfrom the IRS as to its qualified status, and each trust established in\nconnection with any Company which is intended to be exempt from federal income\ntaxation under Section 501(a) of the Code has received an opinion letter from\nthe IRS that it is so exempt or application for same is pending that is timely\nfiled with the IRS, and to Company's knowledge no fact or event has occurred\nthat is reasonably likely to materially adversely affect the qualified status of\nany such Company Benefit Plan or the exempt status of any such trust; (ii) to\nCompany's reasonable knowledge there has been no prohibited transaction (within\nthe meaning of Section 406 of ERISA or Section 4975 of the Code and other than a\ntransaction that is exempt under a statutory or administrative exemption) with\nrespect to any Company Plan that could result in liability to the Company or a\nCompany Subsidiary and (iii) each Company Benefit Plan can be amended,\nterminated or otherwise discontinued after the Effective Time in accordance with\nits terms, without liability (other than (A) liability for ordinary\nadministrative expenses typically incurred in a termination event or (B) if the\nCompany Benefit Plan is pension benefit plan subject to Part 2 of Title I of\nERISA, liability for the accrued benefits as of the date of such termination (if\nand to the extent required by ERISA)) to the extent that either there are\nsufficient assets set aside in a trust or insurance contract to satisfy such\nliability or such liability is reflected on the most recent consolidated balance\nsheet filed or incorporated by reference in the Company Reports prior to the\ndate of this Agreement. No suit, administrative proceeding, action or other\nlitigation has been brought, or to the knowledge of Company is threatened,\nagainst or with respect to any such Company Benefit Plan, including any audit or\ninquiry by the Internal Revenue Service or United States Department of Labor\n(other than routine benefits claims). \n\n            (d) No Company Benefit Plan is a multiemployer pension plan (as\ndefined in Section 3(37) of ERISA) or other pension plan subject to Title IV of\nERISA and neither the Company, any Company Subsidiary nor any other trade or\nbusiness (whether or not incorporated) that is under \"common control\" with\nCompany or a Company Subsidiary (within the meaning of ERISA Section 4001) or\nwith respect to which Company or any Company Subsidiary could otherwise incur\nliability under Title IV of ERISA (a \"Company ERISA Affiliate\") has sponsored or\ncontributed to or been required to contribute to a multiemployer pension plan or\nother pension plan subject to Title IV of ERISA. No material liability under\nTitle IV of ERISA has been incurred by Company, any Company Subsidiary or any\nCompany ERISA Affiliate that has not been satisfied in full, and no condition\nexists that presents a material risk to Company or any Company Subsidiary of\nincurring or being subject (whether primarily, jointly or secondarily) to a\nmaterial liability thereunder. None of the assets of Company or any Company\nSubsidiary is, or may reasonably be expected to become, the subject of any lien\narising under ERISA or Section 412(n) of the Code. \n\n            (e) With respect to each Benefit Plan required to be set forth in\nthe Disclosure Schedule that is subject to Title IV or Part 3 of Title I of\nERISA or Section 412 of the Code, (i) no reportable event (within the meaning of\nSection 4043 of ERISA, other than an event that is not required to be reported\nbefore or within 30 days of such event) has occurred or is expected to occur,\n(ii) there was not an accumulated funding deficiency (within the meaning of\nSection 302 \n\n\n                                       19\n\n\nof ERISA or Section 412 of the Code), whether or not waived, as of the most\nrecently ended plan year of such Benefit Plan; and (iii) there is no \"unfunded\nbenefit liability\" (within the meaning of Section 4001(a)(18) of ERISA). \n\n            (f) Company has made available to Parent true, complete and correct\ncopies of (i) all employment agreements with officers and all consulting\nagreements of Company and each Company Subsidiary, (ii) all severance plans,\nagreements, programs and policies of Company and each Company Subsidiary with or\nrelating to their respective employees, directors or consultants, and (iii) all\nplans, programs, agreements and other arrangements of Company and each Company\nSubsidiary with or relating to their respective employees, directors or\nconsultants which contain \"change of control\" provisions. No payment or benefit\nwhich may be required to be made by Company or any Company Subsidiary or which\notherwise may be required to be made under the terms of any Company Benefit Plan\nor other arrangement will constitute a parachute payment under Code Section\n280(G)(1), and the consummation of the transactions contemplated by this\nAgreement will not, alone or in conjunction with any other possible event\n(including termination of employment), (i) entitle any current or former\nemployee or other service provider of Company or any Company Subsidiary to\nseverance benefits or any other payment, compensation or benefit (including\nforgiveness of indebtedness), except as expressly provided by this Agreement, or\n(ii) accelerate the time of payment or vesting, or increase the amount of\ncompensation or benefit due any such employee or service provider. \n\n            (g) Neither Company nor any Company Subsidiary is a party to, or has\nany obligations under or with respect to, any collective bargaining or other\nlabor union contract applicable to persons employed by Company or any Company\nSubsidiary and no collective bargaining agreement is being negotiated by Company\nor any Company Subsidiary or any person or entity that may obligate the Company\nor any Company Subsidiary thereunder. As of the date of this Agreement, there is\nno labor dispute, strike, union organizing activity or work stoppage against\nCompany or any Company Subsidiary pending or, to the knowledge of Company,\nthreatened which may substantially interfere with the respective business\nactivities of Company or any Company Subsidiary. As of the date of this\nAgreement, to the knowledge of Company, none of Company, any Company Subsidiary,\nor any of their respective representatives or employees has committed any unfair\nlabor practice in connection with the operation of the respective businesses of\nCompany or any Company Subsidiary, and there is no charge or complaint filed\nagainst Company or any Company Subsidiary by or with the National Labor\nRelations Board or any comparable Governmental Entity pending or threatened in\nwriting. \n\n            (h) Except as required by Law, no Company Benefit Plan provides any\nof the following retiree or post-employment benefits to any person: medical,\ndisability or life insurance benefits. To Company's knowledge, Company and the\nCompany ERISA Affiliates are in compliance with (i) the requirements of the\napplicable health care continuation and notice provisions of the Consolidated\nOmnibus Budget Reconciliation Act of 1985, as amended (\"COBRA\") and the\nregulations (including proposed regulations) thereunder and (ii) the applicable\nrequirements of the Health Insurance Portability and Accountability Act of 1996,\nas amended, and the regulations (including the proposed regulations) thereunder.\n\n\n                                       20\n\n\n            SECTION 4.10 Pooling; Certain Tax Matters\n\n            To Company's knowledge, neither Company nor any of its affiliates\nhas taken or agreed to take any action (other than actions contemplated by this\nAgreement) that could be expected (based on the advice of\nPricewaterhouseCoopers) to prevent the Merger from being treated for accounting\npurposes as a \"pooling of interests\" in accordance with U.S. GAAP and the\naccounting standards of the SEC. Neither Company, nor to Company's knowledge,\nany of its affiliates, has taken or agreed to take any action (other than\nactions contemplated by this Agreement) that could be expected to prevent the\nMerger from constituting a \"reorganization\" under Section 368 of the Code.\nCompany is not aware of any agreement or plan to which Company or any of its\naffiliates is a party or other circumstances relating to Company or any of its\naffiliates that could reasonably be expected to prevent the Merger from being so\ntreated as a \"pooling of interests\" or from so qualifying as a reorganization\nunder Section 368 of the Code.\n\n            SECTION 4.11 Contracts\n\n            Section 4.11 of the Company Disclosure Schedule sets forth a list of\neach contract or agreement that is material to the business, assets,\nliabilities, financial condition or results of operations of Company and Company\nSubsidiaries, taken as a whole (each, a \"Material Contract\"). Neither Company\nnor any Company Subsidiary is in material violation of or in default under (nor\ndoes there exist any condition which with the passage of time or the giving of\nnotice could reasonably be expected to cause such a material violation of or\nmaterial default under) any Material Contract. Each Material Contract is in full\nforce and effect and is a legal, valid and binding obligation of Company or a\nCompany Subsidiary and, to the knowledge of Company, each of the other parties\nthereto, enforceable in accordance with its terms.\n\n            SECTION 4.12 Litigation\n\n            There is no material suit, claim, action, proceeding or\ninvestigation pending or, to the knowledge of Company, threatened against\nCompany or any Company Subsidiary, and, to the knowledge of Company, there are\nno existing facts or circumstances that could reasonably be expected to result\nin such a suit, claim, action, proceeding or investigation. Company is not aware\nof any facts or circumstances which could reasonably be expected to result in\nthe denial of insurance coverage under policies issued to Company and Company\nSubsidiaries in respect of such material suits, claims, actions, proceedings and\ninvestigations. Neither Company nor any Company Subsidiary is subject to any\nmaterial outstanding order, writ, injunction or decree or any material\noutstanding order, writ, injunction or decree.\n\n            SECTION 4.13 Environmental Matters\n\n            To Company's knowledge, (i) Company and the Company Subsidiaries are\nin material compliance with all applicable Environmental Laws and all Company\nPermits required by Environmental Laws; (ii) all past noncompliance of Company\nor any Company Subsidiary with Environmental Laws or Environmental Permits has\nbeen resolved without any pending, ongoing or future material obligation, cost\nor liability; and (iii) neither Company nor any Company Subsidiary has released\na Hazardous Material at, or transported a Hazardous Material \n\n\n                                       21\n\n\nto or from, any real property currently or formerly owned, leased or occupied by\nCompany or any Company Subsidiary, in violation of any Environmental Law.\n\n            SECTION 4.14 Intellectual Property\n\n            (a) Section 4.14(a) of the Company Disclosure Schedule contains a\ntrue and complete list of Company's patents, patent applications, registered\ntrademarks, trademark applications, trade names, registered service marks,\nservice mark applications, Internet domain names, Internet domain name\napplications, copyright registrations and applications and other filings and\nformal actions made or taken pursuant to Federal, state, local and foreign laws\nby Company to protect its interests in Company Intellectual Property, and\nincludes details of all due dates for further filings, maintenance, payments or\nother actions falling due in respect of Company Intellectual Property within\ntwelve (12) months of the Effective Time. All of Company's patents, patent\napplications, registered trademarks, and trademark applications, and registered\ncopyrights remain in good standing with all fees and filings due as of the date\nhereof. The Company has previously provided Purchaser with a list of all other\ntrademarks and service marks which are material to the Company's business.\n\n            (b) Company has made all registrations that Company (including any\nof its subsidiaries) is required to have made in relation to the processing of\ndata, and is in good standing with respect to such registrations with all fees\ndue as of the Effective Time duly made. \n\n            (c) Company Intellectual Property contains only those items and\nrights which are: (i) owned by Company; (ii) in the public domain; or (iii)\nrightfully used by Company pursuant to a valid and enforceable license or other\nagreement (the \"Company Licensed Intellectual Property\"), the parties, date,\nterm and subject matter of each such license or other agreement (each, a\n\"License Agreement\") being set forth on Section 4.14(c) of the Company\nDisclosure Schedule. Company has all rights in Company Intellectual Property\nnecessary to carry out Company's current activities and, to the knowledge of the\nCompany, the Company's future activities to the extent such future activities\nare already planned, including without limitation, to the extent required to\ncarry out such activities, rights to make, use, reproduce, modify, adopt, create\nderivative works based on, translate, distribute (directly and indirectly),\ntransmit, display and perform publicly, license, rent and lease and, other than\nwith respect to Company Licensed Intellectual Property, assign and sell, Company\nIntellectual Property. \n\n            (d) The reproduction, manufacturing, distribution, licensing,\nsublicensing, sale or any other exercise of rights in any Company Intellectual\nProperty, product, work, technology or process as now used or offered or\nproposed for use, licensing or sale by Company does not infringe on any patent,\ndesign right, trademark, trade name, service mark, trade dress, Internet domain\nname, copyright, database, statistical model, technology, invention, supplier\nlist, trade secret, know-how, computer software program or application of any\nperson, anywhere in the World. The Company has not received notice of any claims\n(i) challenging the validity, effectiveness or, other than with respect to\nCompany Licensed Intellectual Property, ownership by Company of any Company\nIntellectual Property, or (ii) to the effect that the use, distribution,\nlicensing, sublicensing, sale or any other exercise of rights in any product,\nwork, technology or \n\n\n                                       22\n\n\nprocess as now used or offered or proposed for use, licensing, sublicensing or\nsale by Company or its agents or use by its customers infringes or will infringe\non any intellectual property or other proprietary or personal right of any\nperson. To the knowledge of Company, no such claims have been threatened by any\nperson, nor are there any valid grounds for any bona fide claim of any such\nkind. All of the rights within Company Intellectual Property are enforceable and\nsubsisting. To the knowledge of Company, there is no unauthorized use,\ninfringement or misappropriation of any Company Intellectual Property by any\nthird party, employee or former employee. \n\n            (e) All personnel, including employees, agents, consultants and\ncontractors, who have contributed to or participated in the conception and\ndevelopment of Company Intellectual Property on behalf of Company, have executed\nnondisclosure agreements and either (i) have been a party to an enforceable\n\"work-for-hire\" arrangement or agreements with Company in accordance with\napplicable national and state law that has accorded Company full, effective,\nexclusive and original ownership of all tangible and intangible property thereby\narising, or (ii) have executed appropriate instruments of assignment in favor of\nCompany as assignee that have conveyed to Company effective and exclusive\nownership of all tangible and intangible property thereby arising. \n\n            (f) Company is not, nor as a result of the execution or delivery of\nthis Agreement, or performance of Company's obligations hereunder, will Company\nbe, in violation of any material license, sublicense, agreement or instrument to\nwhich Company is a party or otherwise bound, nor will execution or delivery of\nthis Agreement, or performance of Company's obligations hereunder, cause the\ndiminution, termination or forfeiture of any Company Intellectual Property. \n\n            (g) Section 4.14(g) of the Company Disclosure Schedule contains a\ntrue and complete list of all software programs which are owned by the Company\n(the \"Company Software Programs\"). Company owns full and unencumbered right and\ngood, valid and marketable title to such the Company Software Programs free and\nclear of all mortgages, pledges, liens, security interests, conditional sales\nagreements, encumbrances or charges of any kind. \n\n            (h) The source code and system documentation relating to the Company\nSoftware Programs have been maintained in strict confidence and (i) have been\ndisclosed by Company only to those of its employees who have a \"need to know\"\nthe contents thereof in connection with the performance of their duties to\nCompany and who have executed nondisclosure agreements with Company; and (ii)\nhave been disclosed to only those third parties who have executed nondisclosure\nagreements with Company. \n\n            (i) Company has taken all reasonable steps, in accordance with\nnormal industry practice, to preserve and maintain complete notes and records\nrelating to Company Intellectual Property to cause the same to be readily\nidentified and available. \n\n\n                                       23\n\n\n            (j) Section 4.14(j) of the Company Disclosure Schedule sets forth a\ndescription, and the current status, of Company's Year 2000 compliance program\nand its anticipated completion date. Upon completion of the Company's Year 2000\ncompliance program, the Company Software Programs shall (i) have been designed\nto ensure year 2000 compatibility, which includes, but is not limited to, date\ndata century recognition, and calculations that accommodate same century and\nmulti-century formulas and date values; (ii) operate in accordance with their\nspecifications prior to, during and after the calendar year 2000 AD; and (iii)\nnot end abnormally or provide invalid or incorrect results as a result of date\ndata, specifically including date data which represents or references different\ncenturies or more than one century. \n\n            (k) Company Intellectual Property is free and clear of any and all\nmortgages, pledges, liens, security interests, conditional sale agreements,\nencumbrances or charges of any kind. \n\n            (l) Except as set forth in the Company Disclosure Schedule, Company\n(including its subsidiaries) does not owe any royalties or other payments to\nthird parties in respect of Company Intellectual Property. All royalties or\nother payments set forth in the Company Disclosure Schedule that have accrued\nprior to the Effective Time have been paid. \n\n            (m) Company's (including its subsidiaries) statistical models have\nnot been disclosed to any third party at any time other than to third parties\nwho have executed nondisclosure agreements with Company. \n\n            (n) To the knowledge of the Company and other than as disclosed on\nthe Company Disclosure Schedule, all Company \"Alliance members\" are in\ncompliance with the terms of their respective agreement with Company. \n\n            (o) It is the Company's practice to scan the Company Intellectual\nProperty with a commercially available virus scan software. To the Company's\nknowledge, the Company Software Programs and other Company Intellectual Property\ncontain no \"viruses.\" For the purposes of this Agreement, \"virus\" means any\ncomputer code intentionally designed to disrupt, disable or harm in any manner\nthe operation of any software or hardware. None of the foregoing contains any\nworm, bomb, backdoor, clock, timer, or other disabling device code, design or\nroutine which causes the software to be erased, inoperable, or otherwise\nincapable of being used, either automatically or upon command by any party. \n\n            (p) Company has implemented all reasonable steps which are known in\nthe information systems industry and which are generally known as best practices\nin the physical and electronic protection of its information assets from\nunauthorized disclosure, use or modification. Company has previously disclosed\nto Parent whether, to its knowledge, there have been breaches of security, known\nconsequences, and the steps Company has taken to remedy any such breaches. \n\n            (q) Company has conducted its business and has collected, maintained\nand used its data at all times materially in accordance with (i) accepted\nindustry practice and the standards \n\n\n                                       24\n\n\npromulgated by the Direct Marketing Association; and (ii) all applicable Laws,\nincluding but not limited to those affecting privacy issues. \n\n            SECTION 4.15 Taxes\n\n            (a) Company and each of Company Subsidiaries, and any consolidated,\ncombined, unitary or aggregate group for Tax purposes of which Company or any\nCompany Subsidiary is or has been a member, have properly completed and timely\nfiled all Tax Returns required to be filed by them and have paid all Taxes shown\nthereon to be due. Company has provided adequate accruals in accordance with\ngenerally accepted accounting principles in its latest financial statements\nincluded in the Company Reports for any Taxes that have not been paid, whether\nor not shown as being due on any Tax Returns. Company and the Company\nSubsidiaries have no material liability for unpaid Taxes accruing after the date\nof the Company's latest financial statements included in the Company Reports.\n\n            (b) There is (i) no material claim for Taxes that is a lien against\nthe property of Company or any Company Subsidiary or is being asserted against\nCompany or any Company Subsidiary other than liens for Taxes not yet due and\npayable, (ii) no audit of any Tax Return of Company or any Company Subsidiary\nbeing conducted by a Tax Authority; (iii) no extension of the statute of\nlimitations on the assessment of any Taxes granted by Company or any Company\nSubsidiary and currently in effect, and (iv) no agreement, contract or\narrangement to which Company or any Company Subsidiary is a party that may\nresult in the payment of any amount that would not be deductible by reason of\nSection 280G or Section 404 of the Code.\n\n            (c) There has been no change in ownership of Company or any Company\nSubsidiaries that has caused the utilization of any losses of such entities to\nbe limited pursuant to Section 382 of the Code, and any loss carryovers\nreflected on the latest financial statements included in the Company Reports are\nproperly computed and reflected.\n\n            (d) Company and the Company Subsidiaries have not been and will not\nbe required to include any material adjustment in Taxable income for any Tax\nperiod (or portion thereof) pursuant to Section 481 or 263A of the Code or any\ncomparable provision under state or foreign Tax laws as a result of\ntransactions, events or accounting methods employed prior to the Merger. \n\n            (e) Neither Company nor any Company Subsidiary has filed or will\nfile any consent to have the provisions of paragraph 341(f)(2) of the Code (or\ncomparable provisions of any state Tax laws) apply to Company or any Company\nSubsidiary. \n\n            (f) Neither Company nor any Company Subsidiary is a party to any Tax\nsharing or Tax allocation agreement nor does Company or any Company Subsidiary\nhave any liability or potential liability to another party under any such\nagreement. \n\n            (g) Neither Company nor any Company Subsidiary has filed any\ndisclosures under Section 6662 or comparable provisions of state, local or\nforeign law to prevent the imposition of penalties with respect to any Tax\nreporting position taken on any Tax Return. \n\n\n                                       25\n\n\n            (h) Neither Company nor any Company Subsidiary has ever been a\nmember of a consolidated, combined or unitary group of which Company was not the\nultimate parent corporation. \n\n            (i) Company and each Company Subsidiary has in its possession\nreceipts for any Taxes paid to foreign Tax authorities. Neither Company nor any\nCompany Subsidiary has ever been a \"personal holding company\" within the meaning\nof Section 542 of the Code or a \"United Sates real property holding corporation\"\nwithin the meaning of Section 897 of the Code. \n\n            SECTION 4.16 Insurance\n\n            Company and each Company Subsidiary is presently insured, and during\neach of the past three calendar years has been insured, against such risks, as\nto the Company's knowledge, that companies engaged in a similar business would,\nin accordance with good business practice, customarily be insured. The policies\nof fire, theft, liability and other insurance maintained with respect to the\nassets or businesses of Company and Company Subsidiaries provide, to the\nCompany's knowledge, adequate coverage against loss. Company has heretofore made\navailable to Parent a complete and correct list as of the date hereof of all\ninsurance policies maintained by Company or the Company Subsidiaries, and has\nmade available to Parent complete and correct copies of all such policies,\ntogether with all riders and amendments thereto. All such policies are in full\nforce and effect and all premiums due thereon have been paid to the date hereof.\nCompany and the Company Subsidiaries have complied in all material respects with\nthe terms of such policies.\n\n            SECTION 4.17 Properties\n\n            Company and the Company Subsidiaries have good title, free and clear\nof all material mortgages, liens, pledges, charges or other encumbrances to all\ntheir material tangible properties and assets, real, personal or mixed,\nreflected in the Company's consolidated financial statements contained in the\nCompany's Annual Report on Form 10-K for the fiscal year ended December 31,\n1998, as being owned by Company and the Company Subsidiaries as of the date\nthereof, other than (i) any properties or assets that have been sold or\notherwise disposed of in the ordinary course of business since the date of such\nfinancial statements, (ii) liens disclosed in the notes to such financial\nstatements and (iii) liens arising in the ordinary course of business after the\ndate of such financial statements. All buildings, and all fixtures, equipment\nand other property and assets that are material to its business on a\nconsolidated basis, held under leases or sub-leases by Company or any Company\nSubsidiary are held under valid instruments enforceable in accordance with their\nrespective terms, subject to applicable laws of bankruptcy, insolvency or\nsimilar laws relating to creditors' rights generally and to general principles\nof equity (whether applied in a proceeding in law or equity). Substantially all\nof Company's and the Company Subsidiaries' equipment in regular use has been\nreasonably maintained and is in serviceable condition, reasonable wear and tear\nexcepted.\n\n\n                                       26\n\n\n            SECTION 4.18 Affiliates\n\n            Section 4.18 of the Company Disclosure Schedule sets forth the name\nof each person who is, in Company's reasonable judgment, an affiliate (as such\nterm is used in Rule 145 under the Securities Act or under applicable SEC\naccounting releases with respect to pooling of interests accounting treatment)\nof Company.\n\n            SECTION 4.19 Opinion of Financial Advisor\n\n            BancBoston Robertson Stephens Inc. (\"Robertson Stephens\") has\ndelivered to the board of directors of Company its written opinion to the effect\nthat, as of the date hereof, the Exchange Ratio is fair to the holders of shares\nof Company Common Stock from a financial point of view (the \"BRS Fairness\nOpinion\").\n\n            SECTION 4.20 Brokers\n\n            No broker, finder or investment banker (other than Robertson\nStephens) is entitled to any brokerage, finder's or other fee or commission in\nconnection with the Merger based upon arrangements made by or on behalf of\nCompany. Company has heretofore made available to Parent true, complete and\ncorrect copies of all agreements between Company and Robertson Stephens pursuant\nto which such firm would be entitled to any payment relating to the Merger.\n\n            SECTION 4.21 Certain Business Practices\n\n            Neither Company nor any Company Subsidiary nor any directors,\nofficers, agents or employees of Company or any Company Subsidiary (in their\ncapacities as such) has (i) used any funds of the Company for unlawful\ncontributions, gifts, entertainment or other unlawful expenses relating to\npolitical activity or (ii) made any unlawful payment by the Company to foreign\nor domestic government officials or employees or to foreign or domestic\npolitical parties or campaigns or violated any provision of the Foreign Corrupt\nPractices Act of 1977, as amended.\n\n            SECTION 4.22 Section 203 of the DGCL Not Applicable\n\n            The Board of Directors of Company has approved the Merger, this\nAgreement, the Option Agreement and the Stockholder Agreements, and such\napproval is sufficient to render inapplicable to the Merger, this Agreement, the\nOption Agreement and the Stockholder Agreements and the transactions\ncontemplated by this Agreement, the Option Agreement and the Stockholder\nAgreements the provisions of Section 203 of the DGCL. To Company's knowledge, no\nother state takeover statute or similar statute or regulation applies or\npurports to apply to the Merger, this Agreement, the Option Agreement, the\nStockholders Agreements or the transactions contemplated by this Agreement, the\nOption Agreement and the Stockholders Agreements.\n\n\n\n                                       27\n\n\n            SECTION 4.23 Business Activity Restriction\n\n            There is no non-competition or other similar agreement, commitment,\njudgment, injunction, order or decree to which Company or any subsidiary of\nCompany is a party or subject to that has or could reasonably be expected to\nhave the effect of prohibiting or impairing the conduct of business by Company.\nCompany has not entered into any agreement under which Company is restricted in\nany material respect from selling, licensing or otherwise distributing any of\nits technology or products to, or providing services to, customers or potential\ncustomers or any class of customers, in any geographic area, during any period\nof time or in any segment of the market or line of business.\n\n                                   ARTICLE V\n\n                    REPRESENTATIONS AND WARRANTIES OF PARENT\n\n            Parent hereby represents and warrants to Company, subject to the\nexceptions specifically disclosed in the Parent Disclosure Schedule, all such\nexceptions to be referenced to a specific representation set forth in this\nArticle V or to otherwise be clearly applicable to representations hereof not\nspecifically referenced, that:\n\n            SECTION 5.01 Organization and Qualification; Subsidiaries\n\n            (a) Parent and each directly and indirectly owned subsidiary of\nParent (the \"Parent Subsidiaries\") has been duly organized and is validly\nexisting and in good standing (to the extent applicable) under the laws of the\njurisdiction of its incorporation or organization, as the case may be, and has\nthe requisite corporate power and authority and all necessary governmental\napprovals to own, lease and operate its properties and to carry on its business\nas it is now being conducted. Parent, and each Parent Subsidiary is duly\nqualified or licensed to do business, and is in good standing (to the extent\napplicable), in each jurisdiction where the character of the properties owned,\nleased or operated by it or the nature of its business makes such qualification\nor licensing necessary.\n\n            (b) Section 5.01 of the Parent Disclosure Schedule sets forth, as of\nthe date of this Agreement, a true and complete list of each Parent Subsidiary,\ntogether with (i) the jurisdiction of incorporation or organization of each\nParent Subsidiary and the percentage of each Parent Subsidiary's outstanding\ncapital stock or other equity interests owned by Parent or another Parent\nSubsidiary and (ii) an indication of whether each Parent Subsidiary is a\n\"Significant Subsidiary\" as defined in Regulation S-X under the Exchange Act.\nNeither Parent nor any Parent Subsidiary owns an equity interest in any\npartnership or joint venture arrangement or other business entity that is\nmaterial to the business, assets, liabilities, financial condition or results of\noperations of Parent and the Parent Subsidiaries, taken as a whole.\n\n\n\n                                       28\n\n\n            SECTION 5.02 Certificate of Incorporation and Bylaws\n\n            The copies of each of Parent's and Merger Subs' certificate of\nincorporation and bylaws previously provided to Company by Parent are true,\ncomplete and correct copies thereof. Such certificates of incorporation and\nbylaws are in full force and effect. \n\n            SECTION 5.03 Capitalization\n\n            The authorized capital stock of Parent consists of 400,000,000\nshares of Parent Common Stock and 5,000,000 shares of preferred stock. As of\nJune 4, 1999 (which numbers are not materially different on the date hereof) (i)\n39,703,267 shares of Parent Common Stock are issued and outstanding, all of\nwhich are validly issued, fully paid and nonassessable, (ii) no shares of Parent\nCommon Stock are held in the treasury of the Company, (iii) no shares of Parent\nCommon Stock are held by the Parent Subsidiaries, (iv) 5,455,188 shares of\nParent Common Stock are reserved for future issuance pursuant to outstanding\noptions and warrants to purchase Parent Common Stock (\"Parent Stock Option\"),\nand (v) no shares of Parent preferred stock are issued and outstanding. Except\nfor the shares of Parent Common Stock issuable pursuant to the Parent Stock\nPlans, there are no options, warrants or other rights, agreements, arrangements\nor commitments of any character to which Parent is a party or by which Parent is\nbound relating to the issued or unissued capital stock of Parent or any Parent\nSubsidiary or obligating Parent or any Parent Subsidiary to issue or sell any\nshares of capital stock of, or other equity interests in, Parent or any Parent\nSubsidiary. All shares of Parent Common Stock subject to issuance as aforesaid,\nupon issuance prior to the Effective Time on the terms and conditions specified\nin the instruments pursuant to which they are issuable, will be duly authorized,\nvalidly issued, fully paid and nonassessable. There are no outstanding\ncontractual obligations of Parent or any Parent Subsidiary to repurchase, redeem\nor otherwise acquire any shares of Parent Common Stock or any capital stock of\nany Parent Subsidiary. Each outstanding share of capital stock of each Parent\nSubsidiary is duly authorized, validly issued, fully paid and nonassessable and\neach such share owned by Parent or another Parent Subsidiary is free and clear\nof all security interests, liens, claims, pledges, options, rights of first\nrefusal, agreements, limitations on Parent's or such other Parent Subsidiary's\nvoting rights, charges and other encumbrances of any nature whatsoever. There\nare no material outstanding contractual obligations of Parent or any Parent\nSubsidiary to provide funds to, or make any material investment (in the form of\na loan, capital contribution or otherwise) in, any Parent Subsidiary or any\nother person.\n\n            SECTION 5.04 Authority Relative to this Agreement\n\n            Each of Parent and Merger Sub has all necessary corporate power and\nauthority to execute and deliver this Agreement, to perform its obligations\nhereunder and to consummate the transactions contemplated hereby. The execution\nand delivery of this Agreement by each of Parent and Merger Sub and the\nconsummation by Parent and Merger Sub of the transactions contemplated hereby\nhave been duly and validly authorized by all necessary corporate action, and no\nother corporate proceedings on the part of Parent or Merger Sub are necessary to\nauthorize this Agreement or to consummate such transactions (other than the\napproval of this Agreement and the Merger by the holders of a majority of the\noutstanding shares of Parent \n\n\n\n                                       29\n\n\nCommon Stock present at the Parent Shareholders' Meeting and the consent of\nParent as sole stockholder of Merger Sub). This Agreement has been duly executed\nand delivered by each of Parent and Merger Sub and, assuming the due\nauthorization, execution and delivery by Company, constitutes a legal, valid and\nbinding obligation of each of Parent and Merger Sub enforceable against Parent\nand Merger Sub in accordance with its terms.\n\n            SECTION 5.05 No Conflict; Required Filings and Consents\n\n            (a) The execution and delivery of this Agreement by Parent and\nMerger Sub does not, and the performance by Parent and Merger Sub of their\nobligations hereunder and the consummation of the Merger will not, (i) conflict\nwith or violate any provision of the articles of incorporation or bylaws of\nParent or any equivalent organizational documents of any Parent Subsidiary, (ii)\nassuming that all consents, approvals, authorizations and permits described in\nSection 5.05(b) have been obtained and all filings and notifications described\nin Section 5.05(b) have been made, conflict with or violate any Law applicable\nto Parent or any other Parent Subsidiary or by which any property or asset of\nParent or any Parent Subsidiary is bound or affected or (iii) result in any\nmaterial breach of or constitute a material default (or an event which with the\ngiving of notice or lapse of time or both could reasonably be expected to become\na default) under, or give to others any right of termination, amendment,\nacceleration or cancellation of, or result in the creation of a lien or other\nencumbrance on any material property or asset of Parent or any Parent Subsidiary\npursuant to, any material note, bond, mortgage, indenture, contract, agreement,\nlease, license, permit, franchise or other instrument or obligation.\n\n            (b) Except as may arise solely from the nature of Company's\nbusiness, the execution and delivery of this Agreement by Parent and Merger Sub\ndoes not, and the performance by Parent and Merger Sub of their obligations\nhereunder and the consummation of the Merger will not, require any consent,\napproval, authorization or permit of, or filing by Parent with or notification\nby Parent to, any Governmental Entity, except pursuant to applicable\nrequirements of the Exchange Act, the Securities Act, Blue Sky Laws, the rules\nand regulations of the NNM, state takeover laws, the premerger notification\nrequirements of the HSR Act, if any, and the filing and recordation of the\nCertificate of Merger as required by the DGCL. \n\n            SECTION 5.06 SEC Filings; Financial Statements\n\n            (a) Parent has timely filed all forms, reports, statements and\ndocuments required to be filed by it (A) with the SEC and the NNM since March 1,\n1998 (collectively, together with any such forms, reports, statements and\ndocuments Parent may file subsequent to the date hereof until the Closing, the\n\"Parent Reports\") and (B) with any other Governmental Entities. Each Parent\nReport (i) was prepared in accordance with the requirements of the Securities\nAct, the Exchange Act or the NNM, as the case may be, substantially in all\nrespects and (ii) did not at the time it was filed contain any untrue statement\nof a material fact or omit to state a material fact required to be stated\ntherein or necessary in order to make the statements made therein, in the light\nof the circumstances under which they were made, not misleading. Each form,\nreport, statement and document referred to in clause (B) of this paragraph was\nprepared in all material respects in accordance with the requirements of\napplicable Law. No Parent Subsidiary is subject\n\n\n\n                                       30\n\n\nto the periodic reporting requirements of the Exchange Act or required to file\nany form, report or other document with the SEC, the NNM, any other stock\nexchange or any other comparable Governmental Entity.\n\n            (b) Except as is provided in the Parent Reports, each of the\nconsolidated financial statements (including, in each case, any notes thereto)\ncontained in the Parent Reports was prepared in accordance with U.S. GAAP\napplied on a consistent basis throughout the periods indicated (except as may be\nindicated in the notes thereto) and each presented fairly, in all material\nrespects, the consolidated financial position of Parent and the consolidated\nParent Subsidiaries as at the respective dates thereof and for the respective\nperiods indicated therein, except as otherwise noted therein (subject, in the\ncase of unaudited statements, to normal and recurring immaterial year-end\nadjustments).\n\n            (c) Except as and to the extent set forth or reserved against on the\nconsolidated balance sheet of Parent and the Parent Subsidiaries as reported in\nthe Parent Reports, including the notes thereto, none of Parent or any Parent\nSubsidiary has any liabilities or obligations of any nature (whether accrued,\nabsolute, contingent or otherwise) that would be required to be reflected on a\nbalance sheet or in notes thereto prepared in accordance with U.S. GAAP, except\nfor liabilities or obligations incurred in the ordinary course of business\nconsistent with past practice since December 31, 1998 that have not had and\ncould not reasonably be expected to have, individually or in the aggregate, a\nParent Material Adverse Effect. \n\n            SECTION 5.07 Pooling; Certain Tax Matters\n\n            To Parent's knowledge, neither Parent nor any of its affiliates has\ntaken or agreed to take any action (other than actions contemplated by this\nAgreement) that could reasonably be expected (based on the advice of\nPricewaterhouseCoopers) to prevent the Merger from being treated for accounting\npurposes as a \"pooling of interests\" in accordance with U.S. GAAP and the\naccounting standards of the SEC. Neither Parent, nor to Parent's knowledge, any\nof its affiliates, has taken or agreed to take any action (other than actions\ncontemplated by this Agreement) that could be expected to prevent the Merger\nfrom constituting a \"reorganization\" under Section 368 of the Code. Parent is\nnot aware of any agreement, plan or other circumstance that could reasonably be\nexpected to prevent the Merger from being so treated as a \"pooling of interests\"\nor from so qualifying as a reorganization under Section 368 of the Code.\n\n            SECTION 5.08 Opinion of Financial Advisor\n\n            Goldman, Sachs &amp; Co. (\"Goldman Sachs\") has delivered to the board of\ndirectors of Parent its written opinion to the effect that, as of the date\nhereof, the Exchange Ratio is fair, from a financial point of view, to Parent.\n\n            SECTION 5.09 Brokers\n\n            No broker, finder or investment banker (other than Goldman Sachs) is\nentitled to any brokerage, finder's or other fee or commission in connection\nwith the Merger based upon arrangements made by or on behalf of Parent. Parent\nhas heretofore made available to Company \n\n\n\n                                       31\n\n\ntrue, complete and correct copies of all agreements between Parent and Goldman\nSachs pursuant to which such firm would be entitled to any payment relating to\nthe Merger.\n\n            SECTION 5.10 Affiliates\n\n            Section 5.10 of the Parent Disclosure Schedule sets forth the name\nof each person who is, in Parent's reasonable judgment, an affiliate (under\napplicable SEC accounting releases with respect to pooling of interests\naccounting treatment) of Parent.\n\n            SECTION 5.11 No Parent Material Adverse Effect\n\n            Since December 31, 1998, there has been no Parent Material Adverse\nEffect.\n\n                                   ARTICLE VI\n\n                                    COVENANTS\n\n            SECTION 6.01 Conduct of Business by Company Pending the Closing\n\n            Company agrees that, between the date of this Agreement and the\nEffective Time, unless Parent shall otherwise agree in writing, and except as a\nresult of entering into this Agreement (x) the respective businesses of Company\nand the Company Subsidiaries shall be conducted only in, and Company and the\nCompany Subsidiaries shall not take any action except in, the ordinary course of\nbusiness consistent with past practice and (y) Company shall use all reasonable\nefforts to keep available the services of such of the current officers,\nsignificant employees and consultants of Company and the Company Subsidiaries\nand to preserve the current relationships of Company and the Company\nSubsidiaries with such of the corporate partners, customers, suppliers and other\npersons with which Company or any Company Subsidiary has significant business\nrelations in order to preserve substantially intact its business organization.\nBy way of amplification and not limitation, neither Company nor any Company\nSubsidiary shall, between the date of this Agreement and the Effective Time,\ndirectly or indirectly, do, or agree to do, any of the following without the\nprior written consent of Parent and except as a result of entering into this\nAgreement:\n\n            (a) amend or otherwise change its certificate of incorporation or\nbylaws or equivalent organizational documents;\n\n            (b) issue, sell, pledge, dispose of, grant, transfer, lease,\nlicense, guarantee or encumber, or authorize the issuance, sale, pledge,\ndisposition, grant, transfer, lease, license or encumbrance of, (i) any shares\nof capital stock of Company or any Company Subsidiary of any class, or\nsecurities convertible into or exchangeable or exercisable for any shares of\nsuch capital stock, or any options, warrants or other rights of any kind to\nacquire any shares of such capital stock, or any other ownership interest\n(including, without limitation, any phantom interest), of \n\n\n\n                                       32\n\n\nCompany or any Company Subsidiary, other than (A) the issuance of shares of\nCompany Common Stock pursuant to the exercise of stock options theretofore\noutstanding as of the date of this Agreement or (B) the issuance of options to\npurchase up to 250,000 shares of Company Common Stock under the Company's 1999\nStock Incentive Plan, 200,000 shares of which may be issued to newly hired\nmanagement employees and 50,000 shares of which may be issued to existing\nnon-executive employees, or (ii) any property or assets of Company or any\nCompany Subsidiary except entering into alliance agreements or providing\nproducts and services in the ordinary course of business consistent with past\npractice;\n\n            (c) (i) acquire (including, without limitation, by merger,\nconsolidation, or acquisition of stock or assets) any interest in any\ncorporation, partnership, other business organization or person or any division\nthereof; (ii) incur any indebtedness for borrowed money or issue any debt\nsecurities or assume, guarantee or endorse, or otherwise as an accommodation\nbecome responsible for, the obligations of any person (other than Company and\nCompany Subsidiaries) for borrowed money or make any loans or advances, other\nthan routine employee loans to employees other than Company officers (not to\nexceed $1,000 to any individual), material to the business, assets, liabilities,\nfinancial condition or results of operations of Company and the Company\nSubsidiaries, taken as a whole, other than in the ordinary course of business\nconsistent with past practice; (iii) terminate, cancel or request any material\nchange in, or agree to any material change in, any Company Material Contract or\nother License Agreement; (iv) make or authorize any capital expenditure, other\nthan capital expenditures in the ordinary course of business consistent with\npast practice that have been budgeted for fiscal year 1999 and disclosed in\nwriting to Parent and that are not, in the aggregate, in excess of $3,000,000\nfor Company and the Company Subsidiaries taken as a whole; or (v) enter into or\namend any contract, agreement, commitment or arrangement that, if fully\nperformed, would not be permitted under this Section 6.01(c);\n\n            (d) declare, set aside, make or pay any dividend or other\ndistribution, payable in cash, stock, property or otherwise, with respect to any\nof its capital stock, except that any Company Subsidiary may pay dividends or\nmake other distributions to Company or any other Company Subsidiary;\n\n            (e) reclassify, combine, split, subdivide or redeem, purchase or\notherwise acquire, directly or indirectly, any of its capital stock;\n\n            (f) amend or change the period (or permit any acceleration,\namendment or change unless required pursuant to the terms of existing agreements\nof Company previously provided to Parent) of exercisability of options granted\nunder the Company Stock Plans or authorize cash payments in exchange for any\nCompany Stock Options granted under any of such plans;\n\n            (g) amend the terms of, repurchase, redeem or otherwise acquire, or\npermit any Company Subsidiary to repurchase, redeem or otherwise acquire, any of\nits securities or any securities of any Company Subsidiary or propose to do any\nof the foregoing;\n\n\n\n                                       33\n\n\n            (h) other than in the ordinary course of business consistent with\npast practices or pursuant to existing agreements of Company previously provided\nto Parent increase the compensation payable or to become payable to its\ndirectors, officers, consultants or employees, grant any rights to severance or\ntermination pay to, or enter into any employment or severance agreement which\nprovides benefits upon a change in control of Company that would be triggered by\nthe Merger with, any director, officer, consultant or other employee of Company\nor any Company Subsidiary who is not currently entitled to such benefits from\nthe Merger, establish, adopt, enter into or amend any collective bargaining,\nbonus, profit sharing, thrift, compensation, stock option, restricted stock,\npension, retirement, deferred compensation, employment, termination, severance\nor other plan, agreement, trust, fund, policy or arrangement for the benefit of\nany director, officer, consultant or employee of Company or any Company\nSubsidiary, except to the extent required by applicable Law or the terms of a\ncollective bargaining agreement, or enter into or amend any contract, agreement,\ncommitment or arrangement between Company or any Company Subsidiary and any of\nCompany's directors, officers, consultants or employees;\n\n            (i) pay, discharge or satisfy any claims, liabilities or obligations\n(absolute, accrued, asserted or unasserted, contingent or otherwise), other than\nthe payment, discharge or satisfaction in the ordinary course of business and\nconsistent with past practice of liabilities reflected or reserved against on\nthe consolidated balance sheet of Company and the consolidated the Company\nSubsidiaries dated as of March 31, 1999 included in Company's quarterly report\non Form 10-Q for the period then ended (the \"Company Balance Sheet\") and only to\nthe extent reflected or to the extent of such reserves or incurred in the\nordinary course of business since March 31, 1999;\n\n            (j) make any change with respect to Company's accounting policies,\nprinciples, methods or procedures, including, without limitation, revenue\nrecognition policies, other than as required by U.S. GAAP;\n\n            (k) make any material Tax election or settle or compromise any\nmaterial Tax liability; or\n\n            (l) authorize or enter into any formal or informal agreement or\notherwise make any commitment to do any of the foregoing or to take any action\nwhich would make any of the representations or warranties of Company contained\nin this Agreement untrue or incorrect in any material respect or result in any\nof the conditions to the Merger set forth herein not being satisfied.\n\n            SECTION 6.02 Notices of Certain Events\n\n            Each of Parent and Company shall give prompt notice to the other of\n(i) any notice or other communication from any person alleging that the consent\nof such person is or may be required in connection with the Merger; (ii) any\nnotice or other communication from any Governmental Entity in connection with\nthe Merger; (iii) any actions, suits, claims, investigations or proceedings\ncommenced or, to its knowledge, threatened against, relating to or involving or\notherwise affecting Parent or the Parent Subsidiaries or Company or the Company\n\n\n\n                                       34\n\n\nSubsidiaries, respectively, or that relate to the consummation of the Merger;\n(iv) the occurrence of a default or event that, with the giving of notice or\nlapse of time or both, will become a default under any Parent Material Contract\nor Company Material Contract, respectively; and (v) any change that could\nreasonably be expected to have a Parent Material Adverse Effect or a Company\nMaterial Adverse Effect, respectively, or to delay or impede the ability of\neither Parent or Company, respectively, to perform their respective obligations\npursuant to this Agreement and to effect the consummation of the Merger.\n\n            SECTION 6.03 Access to Information; Confidentiality\n\n            (a) Except as required pursuant to any confidentiality agreement or\nsimilar agreement or arrangement to which Parent or Company or any of the Parent\nSubsidiaries or the Company Subsidiaries is a party or pursuant to applicable\nLaw or the regulations or requirements of any stock exchange or other regulatory\norganization with whose rules a party hereto is required to comply, from the\ndate of this Agreement to the Effective Time, Parent and Company shall (and\nshall cause the Parent Subsidiaries and Company Subsidiaries, respectively, to)\n(i) provide to the other (and its officers, directors, employees, accountants,\nconsultants, legal counsel, agents and other representatives (collectively,\n\"Representatives\")) access at reasonable times upon prior notice to its and its\nsubsidiaries' officers, employees, agents, properties, offices and other\nfacilities and to the books and records thereof, and (ii) furnish promptly such\ninformation concerning its and its subsidiaries' business, properties,\ncontracts, assets, liabilities and personnel as the other party or its\nRepresentatives may reasonably request. All such investigations and access shall\nbe conducted in a manner as not to interfere unreasonably with the business\noperations of the Company. No investigation conducted pursuant to this Section\n6.03 shall affect or be deemed to modify any representation or warranty made in\nthis Agreement.\n\n            (b) The parties hereto shall comply with, and shall cause their\nrespective Representatives to comply with, all of their respective obligations\nunder the Confidentiality Agreements with respect to the information disclosed\npursuant to this Section 6.03 or pursuant to the Confidentiality Agreements.\n\n            SECTION 6.04 No Solicitation of Transactions\n\n            Until this Agreement has been terminated as provided herein, Company\nshall not, directly or indirectly, and shall cause its Representatives not to,\ndirectly or indirectly, solicit, initiate or encourage (including by way of\nfurnishing nonpublic information), any inquiries or the making of any proposal\nor offer (including, without limitation, any proposal or offer to its\nstockholders) that constitutes, or may reasonably be expected to lead to, any\nCompeting Transaction, or enter into or maintain or continue discussions or\nnegotiate with any person in furtherance of such inquiries or to obtain a\nCompeting Transaction, or agree to or endorse any Competing Transaction, or\nauthorize or permit any of Company's Representatives or subsidiaries, or any\nRepresentative retained by Company's subsidiaries, to take any such action;\nprovided, however, that nothing contained in this Section 6.04 shall prohibit\nthe board of directors of Company (i) from complying with Rule 14d-9 or 14e-2(a)\npromulgated under the\n\n\n\n                                       35\n\n\nExchange Act with regard to a tender or exchange offer not made in violation of\nthis Section 6.04 or (ii) prior to receipt of the approval by the stockholders\nof Company of this Agreement and the Merger from providing information (subject\nto a confidentiality agreement at least as restrictive as the Confidentiality\nAgreements) in connection with, and negotiating, another unsolicited, bona fide\nwritten proposal regarding a Competing Transaction that (x) Company's board of\ndirectors shall have concluded in good faith, after considering applicable state\nlaw, on the basis of advice of independent outside counsel that such action is\nnecessary to prevent Company's board of directors from violating its fiduciary\nduties to Company's stockholders under applicable law, (y) if any cash\nconsideration is involved, shall not be subject to any financing contingency,\nand with respect to which Company's board of directors shall have determined\n(based upon the advice of Company's independent financial advisors) in the\nexercise of its fiduciary duties to Company's stockholders that the acquiring\nparty is capable of consummating such Competing Transaction on the terms\nproposed, and (z) Company's board of directors shall have determined in the\nexercise of its fiduciary duties to Company's stockholders that such Competing\nTransaction provides greater value to the stockholders of Company than the\nMerger (based upon the written opinion of Company's independent financial\nadvisors that such Competing Transaction is superior from a financial point of\nview) (any such Competing Transaction being referred to herein as a \"Superior\nProposal\"). Any violation of the restrictions set forth in this Section 6.04 by\nany Representative of Company or any of its Subsidiaries, whether or not such\nPerson is purporting to act on behalf of Company or otherwise, shall be deemed\nto be a breach of this Section 6.04 by Company. Company shall notify Parent\npromptly if any proposal or offer, or any inquiry or contact with any person\nwith respect thereto, regarding a Competing Transaction is made, such notice to\ninclude the identity of the person making such proposal, offer, inquiry or\ncontact, and the terms of such Competing Transaction, and shall keep Parent\napprised, on a current basis, of the status of such Competing Transaction and of\nany modifications to the terms thereof. Company immediately shall cease and\ncause to be terminated all existing discussions or negotiations with any parties\nconducted heretofore with respect to a Competing Transaction. Company shall not\nrelease any third party from, or waive any provision of, any confidentiality or\nstandstill agreement to which it is a party.\n\n            SECTION 6.05 Tax-Free Transaction; Pooling\n\n            From and after the date of this Agreement, each party hereto shall\nuse all reasonable efforts to cause the Merger to qualify, and shall not\nknowingly take any actions or cause any actions to be taken which could\nreasonably be expected to prevent the Merger from (a) qualifying as a\n\"reorganization\" under Section 368(a) of the Code or (b) being treated for\nfinancial accounting purposes as a \"pooling of interests\" in accordance with\nU.S. GAAP and the accounting standards of the SEC.\n\n            SECTION 6.06 Control of Operations \n\n            Nothing contained in this Agreement shall give Parent, directly or\nindirectly, the right to control or direct the operations of Company and the\nCompany Subsidiaries prior to the Effective Time. Prior to the Effective Time,\nCompany shall exercise, consistent with the terms and conditions of this\nAgreement, complete control and supervision over its operations.\n\n\n\n                                       36\n\n\n            SECTION 6.07 Further Action; Consents; Filings\n\n            (a) Upon the terms and subject to the conditions hereof, each of the\nparties hereto shall use all reasonable efforts to (i) take, or cause to be\ntaken, all appropriate action, and do, or cause to be done, all things\nnecessary, proper or advisable under applicable Law or otherwise to consummate\nand make effective the Merger, (ii) obtain from Governmental Entities any\nconsents, licenses, permits, waivers, approvals, authorizations or orders\nrequired to be obtained or made by Parent or Company or any of their respective\nsubsidiaries in connection with the authorization, execution and delivery of\nthis Agreement and the consummation of the Merger and (iii) make all necessary\nfilings, and thereafter make any other required or appropriate submissions, with\nrespect to this Agreement and the Merger required under (A) the rules and\nregulations of the NNM, (B) the Securities Act, the Exchange Act and any other\napplicable Federal or state securities Laws, (C) the HSR Act, if any, and (D)\nany other applicable Law. The parties hereto shall cooperate and consult with\neach other in connection with the making of all such filings, including by\nproviding copies of all such documents to the nonfiling parties and their\nadvisors prior to filing, and none of the parties shall file any such document\nif any of the other parties shall have reasonably objected to the filing of such\ndocument. No party shall consent to any voluntary extension of any statutory\ndeadline or waiting period or to any voluntary delay of the consummation of the\nMerger at the behest of any Governmental Entity without the consent and\nagreement of the other parties hereto, which consent shall not be unreasonably\nwithheld or delayed.\n\n            (b) Each of company and Parent will give (or will cause their\nrespective subsidiaries to give) any notices to third persons, and use, and\ncause their respective subsidiaries to use, reasonable efforts to obtain any\nconsents from third persons necessary, proper or advisable (as determined in\ngood faith by Parent with respect to such notices or consents to be delivered or\nobtained by Company) to consummate the transactions contemplated by this\nAgreement. \n\n            SECTION 6.08 Additional Reports\n\n            Company and Parent shall each furnish to the other copies of any\nreports of the type referred to in Sections 4.07 and 5.06, which it files with\nthe SEC on or after the date hereof, and Company and Parent, as the case may be,\ncovenant and warrant that as of the respective dates thereof, such reports will\nnot contain any untrue statement of a material fact or omit to state a material\nfact required to be stated therein or necessary to make the statements therein,\nin light of the circumstances under which they were made, not misleading. Any\nunaudited consolidated interim financial statements included in such reports\n(including any related notes and schedules) will fairly present in all material\nrespects the financial position of Company and its consolidated subsidiaries or\nParent and its consolidated subsidiaries, as the case may be, as of the dates\nthereof and the results of operations and changes in financial position or other\ninformation including therein for the periods or as of the date then ended\n(subject, where appropriate, to normal year-end adjustments), in each case in\naccordance with past practice and U.S. GAAP consistently applied during the\nperiods involved (except as otherwise disclosed in the notes thereto).\n\n\n\n                                       37\n\n\n            SECTION 6.09 Tax Information\n\n            Company shall provide the following information to Parent not later\nthan four weeks after the date of this Agreement: (i) a complete list of the\ntypes of Tax Returns being filed by Company and each Company Subsidiary in each\ntaxing jurisdiction, (ii) a list of all closed years with respect to each such\ntype of Tax Return filed in each jurisdiction, and (iii) a list of any deferred\nintercompany gain with respect to transactions to which Company or any Company\nSubsidiary has been a party. Company shall provide Parent and its accountants,\ncounsel and other representatives reasonable access, during normal business\nhours during the period prior to the Effective Time, to all of Company's and\nCompany Subsidiaries' Tax Returns and other records and workpapers relating to\nTaxes.\n\n            SECTION 6.10 Conduct of Business by Parent.\n\n            During the period from the date of this Agreement and continuing\nuntil the earlier of the termination of this Agreement pursuant to its terms or\nthe Effective Time, Parent shall not knowingly take any action a principal\npurpose of which is, and the reasonably likely result of which would be, a\nmaterial delay in or interference with the consummation of the Merger.\n\n                                  ARTICLE VII\n\n                              ADDITIONAL AGREEMENTS\n\n            SECTION 7.01 Registration Statement; Joint Proxy Statement\n\n            (a) As promptly as practicable after the execution of this\nAgreement, Parent and Company shall jointly prepare and shall file with the SEC\na document or documents that will constitute (i) the prospectus forming part of\nthe registration statement on Form S-4 of Parent (together with all amendments\nthereto, the \"Registration Statement\"), in connection with the registration\nunder the Securities Act of Parent Common Stock to be issued to Company's\nstockholders pursuant to the Merger and (ii) the joint proxy statement with\nrespect to the Merger relating to the special meetings of Company's stockholders\nto be held to consider approval of this Agreement and the Merger (the \"Company\nStockholders' Meeting\") and of Parent's stockholders to be held to consider\napproval of the issuance of Parent Common Stock (the \"Share Issuance\") to\nCompany's stockholders pursuant to the Merger (the \"Parent Stockholders'\nMeeting\") (together with any amendments thereto, the \"Joint Proxy Statement\").\nCopies of the Joint Proxy Statement shall be provided to the NNM in accordance\nwith its rules. Each of the parties hereto shall use all reasonable efforts to\ncause the Registration Statement to become effective as promptly as practicable\nafter the date hereof, and, prior to the effective date of the Registration\nStatement, the parties hereto shall take all action required under any\napplicable Laws in connection with the issuance of shares of Parent Common Stock\npursuant to the Merger. Parent or Company, as the case may be, shall furnish all\ninformation concerning Parent or Company as the other party may reasonably\nrequest in connection with such actions and the preparation of the Registration\nStatement and the Joint Proxy Statement. As promptly as practicable after the\neffective date of the Registration Statement, the Joint Proxy Statement shall \n\n\n\n                                       38\n\n\nbe mailed to the stockholders of Company and of Parent. Each of the parties\nhereto shall cause the Joint Proxy Statement to comply as to form and substance\nas to such party in all material respects with the applicable requirements of\n(i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations\nof the NNM.\n\n            (b) The Joint Proxy Statement shall include (i) the approval of the\nMerger and the recommendation of the board of directors of Company to Company's\nstockholders that they vote in favor of approval of this Agreement and the\nMerger, subject to the right of the board of directors of the Company to\nwithdraw its recommendation and recommend a Superior Proposal in compliance with\nSection 6.04 of this Agreement, and (ii) the opinion of Robertson Stephens\nreferred to in Section 4.19; provided, however, that the board of directors of\nCompany shall submit this Agreement to Company's stockholders whether or not at\nany time subsequent to the date hereof such board determines that it can no\nlonger make such recommendation. The Joint Proxy Statement shall include (A) the\napproval of the Share Issuance and the recommendation of the board of directors\nof Parent to Parent's stockholders that they vote in favor of approval of the\nShare Issuance, and (B) the opinion of Goldman Sachs referred to in Section\n5.08. \n\n            (c) No amendment or supplement to the Joint Proxy Statement or the\nRegistration Statement shall be made without the approval of Parent and Company,\nwhich approval shall not be unreasonably withheld or delayed. Each of the\nparties hereto shall advise the other parties hereto, promptly after it receives\nnotice thereof, of the time when the Registration Statement has become effective\nor any supplement or amendment has been filed, of the issuance of any stop\norder, of the suspension of the qualification of the Parent Common Stock\nissuable in connection with the Merger for offering or sale in any jurisdiction,\nor of any request by the SEC for amendment of the Joint Proxy Statement or the\nRegistration Statement or comments thereon and responses thereto or requests by\nthe SEC for additional information. \n\n            (d) None of the information supplied by Company for inclusion or\nincorporation by reference in the Registration Statement or the Joint Proxy\nStatement shall, at the respective times filed with the SEC or other regulatory\nagency and, in addition, (A) in the case of the Joint Proxy Statement, at the\ndate it or any amendments or supplements thereto are mailed to stockholders of\nParent and Company, at the time of the Company Stockholders' Meeting, at the\ntime of the Parent Shareholders' Meeting and at the Effective Time and (B) in\nthe case of the Registration Statement, when it becomes effective under the\nSecurities Act and at the Effective Time, contain any untrue statement of a\nmaterial fact or omit to state any material fact required to be stated therein\nor necessary in order to make the statements therein, in light of the\ncircumstances under which they are made, not misleading. If at any time prior to\nthe Effective Time any event or circumstance relating to Company or any Company\nSubsidiary, or their respective officers or directors, should be discovered by\nCompany that should be set forth in an amendment or a supplement to the\nRegistration Statement or the Joint Proxy Statement, Company shall promptly\ninform Parent. All documents that Company is responsible for filing with the SEC\nin connection with the Merger will comply as to form in all material respects\nwith the applicable requirements of the rules and regulations of the Securities\nAct and the Exchange Act. \n\n\n\n                                       39\n\n\n            (e) None of the information supplied by Parent for inclusion or\nincorporation by reference in the Registration Statement or the Joint Proxy\nStatement shall, at the respective times filed with the SEC or other regulatory\nagency and, in addition, (A) in the case of the Joint Proxy Statement, at the\ndate it or any amendments or supplements thereto are mailed to stockholders of\nParent and Company, at the time of Company Stockholders' meeting, at the time of\nthe Parent Shareholders' Meeting and at the Effective Time and (B) in the case\nof the Registration Statement, when it becomes effective under the Securities\nAct and at the Effective Time, contain any untrue statement of a material fact\nor omit to state any material fact required to be stated therein or necessary in\norder to make the statements therein, in light of the circumstances under which\nthey are made, not misleading. If, at any time prior to the Effective Time, any\nevent or circumstance relating to Parent or any Parent Subsidiary, or their\nrespective officers or directors, should be discovered by Parent that should be\nset forth in an amendment or a supplement to the Registration Statement or the\nJoint Proxy Statement, Parent shall promptly inform Company. All documents that\nParent is responsible for filing with the SEC in connection with the Merger will\ncomply as to form in all material respects with the applicable requirements of\nthe rules and regulations of the Securities Act and the Exchange Act. \n\n            SECTION 7.02 Stockholders' Meetings\n\n            Company shall call and hold the Company Stockholders' Meeting and\nParent shall call and hold the Parent Stockholders' Meeting as promptly as\npracticable after the date hereof for the purpose of voting upon the approval of\nthis Agreement and the Merger or the Share Issuance, as the case may be,\npursuant to the Joint Proxy Statement, and Company and Parent shall use all\nreasonable efforts to hold the Parent Stockholders' Meeting and the Company\nStockholders' Meeting on the same day and as soon as practicable after the date\non which the Registration Statement becomes effective. Nothing herein shall\nprevent the Company or the Parent from adjourning or postponing the Company\nStockholders' Meeting or the Parent Stockholders' Meeting, as the case may be,\nif there are insufficient shares of Company Common Stock or Parent Common Stock,\nas the case may be, necessary to conduct business at their respective meetings\nof the stockholders. Unless Company's board of directors has withdrawn its\nrecommendation of this Agreement and the Merger in compliance with Section 6.04,\nCompany shall use all reasonable efforts to solicit from its stockholders\nproxies in favor of the approval of this Agreement and the Merger pursuant to\nthe Joint Proxy Statement and shall take all other action necessary or advisable\nto secure the vote or consent of stockholders required by the DGCL or applicable\nother stock exchange requirements to obtain such approval. Parent shall use all\nreasonable efforts to solicit from its stockholders proxies in favor of the\nShare Issuance pursuant to the Joint Proxy Statement and shall take all other\naction necessary or advisable to secure the vote or consent of stockholders\nrequired by the DGCL or applicable stock exchange requirements to obtain such\napproval. Each of the parties hereto shall take all other action necessary or,\nin the opinion of the other parties hereto, advisable to promptly and\nexpeditiously secure any vote or consent of stockholders required by applicable\nLaw and such party's certificate of incorporation and bylaws to effect the\nMerger. Company shall call and hold the Company Stockholders' Meeting for the\npurpose of voting upon the approval of this Agreement and the Merger whether or\nnot Company's board of directors at any time subsequent to the date\n\n\n\n                                       40\n\n\nhereof determines that this Agreement is no longer advisable or recommends that\nCompany's stockholders reject it.\n\n            SECTION 7.03 Affiliates\n\n            (a) Company will use reasonable efforts to obtain an executed letter\nagreement substantially in the form of Annex C hereto from (i) each person\nidentified in Section 4.18 of the Company Disclosure Schedule within 15 days\nfollowing the execution and delivery of this Agreement and (ii) from any person\nwho, to the knowledge of Company, may be deemed to have become an affiliate of\nCompany after the date of this Agreement and prior to the Effective Time as soon\nas practicable after attaining such status. The foregoing notwithstanding,\nParent shall be entitled to place legends as specified in the Affiliate\nAgreement on the certificates evidencing any of the Parent Common Stock to be\nreceived by (i) any affiliate of Company or (ii) any person Parent reasonably\nidentifies (by written notice to Company) as being a person who is an\n\"affiliate\" within the meaning of Rule 145 promulgated under the Securities Act,\nand to issue appropriate stop transfer instructions to the transfer agent for\nsuch Parent Common Stock, consistent with the terms of the Affiliate Agreement,\nregardless of whether such person has executed Affiliate Agreement and\nregardless of whether such person's name and address appear on Section 4.18 of\nthe Company Disclosure Schedule.\n\n            (b) Parent will use reasonable efforts to obtain an executed letter\nagreement substantially in the form of Annex D hereto from (i) each person\nidentified in Section 5.10 of the Parent Disclosure Schedule within 15 days\nfollowing the execution and delivery of this Agreement and (ii) from any person\nwho, to the knowledge of Parent, is an affiliate of Parent after the date of\nthis Agreement and prior to the Effective Time as soon as practicable after\nattaining such status. \n\n            SECTION 7.04 Directors' and Officers' Indemnification and Insurance\n\n            (a) Parent and the Merger Sub agree that all rights to\nindemnification, advancement of expenses, exculpation, limitation of liability\nand any and all similar rights now existing in favor of each present and former\ndirector, officer, employee and agent of Company and each Company Subsidiary\n(collectively, the \"Indemnified Parties\") as provided in the Company's present\ncharter or by-laws in effect on the date hereof, shall survive the Merger and\nshall continue in full force and effect for a period of six years from the\nEffective Time, which provisions shall not be amended, repealed or otherwise\nmodified for a period of six years from the Effective Time in any manner that\nwould affect adversely the rights thereunder of individuals who at any time\nprior to the Effective Time were directors, officers, employees or agents of the\nCompany, unless such modification shall be required by law, and Parent agrees to\ncause the Surviving Corporation to comply with its obligations thereunder;\nprovided, however, that in the event any claim or claims are asserted or made\nwithin such six-year period, all rights to indemnification in respect to any\nsuch claim or claims shall continue until the disposition of any and all such\nclaims.\n\n\n\n                                       41\n\n\n            (b) In the event the Company or the Surviving Corporation or any of\ntheir respective successors or assigns (i) consolidates with or merges into any\nother person and shall not be the continuing or Surviving Corporation or entity\nof such consolidation or merger or (ii) transfers a material amount of its\nproperties and assets to any person in a single transaction or a series of\ntransactions, then, and in each such case, Parent will either guaranty the\nindemnification obligations referred to in this Section 7.04 or will make or\ncause to be made proper provision so that the successors and assigns of the\nCompany or the Surviving Corporation, as the case may be, assume the\nindemnification obligations described herein for the benefit of the Indemnified\nParties and have substantially equal financial ability as the Company\n(immediately prior to the Effective Time) to satisfy the obligations of the\nparties pursuant to this Section 7.04 as a condition to such merger,\nconsolidation or transfer becoming effective. \n\n            (c) The provisions of this Section 7.04 are (i) intended to be for\nthe benefit of, and will be enforceable by, each of the Indemnified Parties and\n(ii) in addition to, and not in substitution for, any other rights to\nindemnification or contribution that any such person may have by contract or\notherwise.\n\n            (d) For a period of six years after the Effective Time, Parent shall\nmaintain in effect the directors' and officers' liability insurance policies\nmaintained by Company or, if not available, directors' and officers' liability\ninsurance policies covering the directors and officers of the Company (and their\nrespective heirs and executors, if such coverage may be obtained at no\nadditional cost) as of the date hereof, with coverages and other terms\nsubstantially as favorable to such directors and officers as is currently in\neffect; provided, however, that in no event shall Parent be required to expend\nin any one year in excess of 150% of the annual premium currently paid by\nCompany for such coverage, which current premium amount is set forth in Section\n7.04 of the Company Disclosure Schedule, and if the premium for such coverage\nexceeds such amount, Parent shall purchase a policy with the greatest coverage\navailable for such 150% of the annual premium.\n\n            SECTION 7.05 No Shelf Registration\n\n            Parent shall not be required to amend or maintain the effectiveness\nof the Registration Statement for the purpose of permitting resale of the shares\nof Parent Common Stock received pursuant hereto by the persons who may be deemed\nto be \"affiliates\" of Company within the meaning of Rule 145 promulgated under\nthe Securities Act.\n\n            SECTION 7.06 Public Announcements\n\n            The initial press release concerning the Merger shall be a joint\npress release and, thereafter, Parent and Company shall consult with each other\nbefore issuing any press release or otherwise making any public statements with\nrespect to this Agreement or the Merger and shall not issue any such press\nrelease or make any such public statement without the prior written approval of\nthe other, except to the extent required by applicable Law or the requirements\nof the rules and regulations of the NNM, in which case the issuing party shall\nuse all reasonable efforts\n\n\n\n                                       42\n\n\nto consult with the other party before issuing any such release or making any\nsuch public statement.\n\n            SECTION 7.07 NNM Listing\n\n            Prior to the Effective Time, Parent shall file with the NNM a\nNotification Form for Listing of Additional Shares with respect to the Parent\nCommon Stock issued or issuable in connection with the Merger.\n\n            SECTION 7.08 Blue Sky\n\n            Parent shall use all reasonable efforts to obtain prior to the\nEffective Time all necessary permits and approvals required under Blue Sky Laws\nto permit the distribution of the shares of Parent Common Stock to be issued in\naccordance with the provisions of this Agreement.\n\n            SECTION 7.09 Employee Benefit Matters\n\n            At Parent's request, Company shall take all action necessary to\nterminate, or cause to terminate, immediately before the Effective Time, any\nCompany Benefit Plan that is a 401(k) plan or other defined contribution\nretirement plan.\n\n                                  ARTICLE VIII\n\n                            CONDITIONS TO THE MERGER\n\n            SECTION 8.01 Conditions to the Obligations of Each Party to\nConsummate the Merger\n\n            The obligations of the parties hereto to consummate the Merger are\nsubject to the satisfaction or, if permitted by applicable Law, waiver of the\nfollowing conditions:\n\n            (a) the Registration Statement shall have been declared effective by\nthe SEC under the Securities Act and no stop order suspending the effectiveness\nof the Registration Statement shall have been issued by the SEC and no\nproceeding for that purpose shall have been initiated by the SEC and not\nconcluded or withdrawn;\n\n            (b) this Agreement and the Merger shall have been duly approved by\nthe requisite vote of stockholders of Company in accordance with the DGCL and by\nthe requisite vote of the stockholders of Parent in accordance with the rules of\nthe NNM; \n\n            (c) no court of competent jurisdiction shall have issued or entered\nany order, writ, injunction or decree, and no other Governmental Entity shall\nhave issued any order, which is then in effect and has the effect of making the\nMerger illegal or otherwise prohibiting its consummation;\n\n\n\n                                       43\n\n\n            (d) any waiting period (and any extension thereof) applicable to the\nconsummation of the Merger under the HSR Act or any other applicable\ncompetition, merger control or similar Law shall have expired or been\nterminated;\n\n            (e) all consents, approvals and authorizations legally required to\nbe obtained to consummate the Merger shall have been obtained from all\nGovernmental Entities, except where the failure to obtain any such consent,\napproval or authorization could not reasonably be expected to result in a Parent\nMaterial Adverse Effect or a Company Material Adverse Effect; and\n\n            (f) The shares of Parent Common Stock to be issued in the Merger\nshall have been authorized for listing on the NNM, subject to notice of\nissuance.\n\n            SECTION 8.02 Conditions to the Obligations of Company\n\n            The obligations of Company to consummate the Merger, or to permit\nthe consummation of the Merger are subject to the satisfaction or, if permitted\nby applicable Law, waiver of the following further conditions:\n\n            (a) each of the representations and warranties of Parent contained\nin this Agreement shall be true, complete and correct in all respects both when\nmade and on and as of the Effective Time as if made at and as of the Effective\nTime (other than representations and warranties which address matters only as of\na certain date which shall be so true, complete and correct as of such certain\ndate), except for any failures to be true, complete and correct which do not, in\nthe aggregate, have a Parent Material Adverse Effect, and Company shall have\nreceived a certificate of the Chief Executive Officer and Chief Financial\nOfficer of Parent to such effect;\n\n            (b) Parent shall have performed or complied in all material respects\nwith all covenants required by this Agreement to be performed or complied with\nby it on or prior to the Effective Time and Company shall have received a\ncertificate of the Chief Executive Officer and Chief Financial Officer of Parent\nto that effect; and \n\n            (c) Kane Kessler, P.C., special counsel to Company, or such other\nlaw firm or professional services firm reasonably acceptable to Parent\n(including any \"Big 5\" accounting firm) shall have issued its opinion, such\nopinion dated on the date of the Closing, addressed to Company, and reasonably\nsatisfactory to it, based upon customary representations of Company and Parent\nand customary assumptions, to the effect that the Merger will constitute a\n\"reorganization\" within the meaning of Section 368(a) of the Code, which opinion\nshall not have been withdrawn or modified in any material respect; provided,\nhowever, that if such firm does not render such opinion, this condition shall\nnonetheless be deemed satisfied if such opinion, dated as of the date of the\nClosing, is rendered to Company by Brobeck, Phleger &amp; Harrison LLP, counsel to\nParent.\n\n\n\n                                       44\n\n\n            SECTION 8.03 Conditions to the Obligations of Parent\n\n            The obligations of Parent to consummate the Merger are subject to\nthe satisfaction or waiver of the following further conditions:\n\n            (a) each of the representations and warranties of Company contained\nin this Agreement shall be true, complete and correct in all respects both when\nmade and on and as of the Effective Time as if made at and as of the Effective\nTime (other than representations and warranties which address matters only as of\na certain date which shall be so true, complete and correct as of such certain\ndate), except for any failures to be true, complete and correct which do not, in\nthe aggregate, have a Company Material Adverse Effect, and Parent shall have\nreceived a certificate of the Chief Executive Officer and Chief Financial\nOfficer of Company to such effect;\n\n            (b) Company shall have performed or complied in all material\nrespects with all covenants required by this Agreement to be performed or\ncomplied with by it on or prior to the Effective Time and Parent shall have\nreceived a certificate of the Chief Executive Officer and Chief Financial\nOfficer of Company to that effect; \n\n            (c) Brobeck, Phleger &amp; Harrison LLP, special counsel to Parent,\nshall have issued its opinion, such opinion dated on the date of the Closing,\naddressed to Parent, and reasonably satisfactory to it, based upon customary\nrepresentations of Company and Parent and customary assumptions, to the effect\nthat the Merger will constitute a \"reorganization\" within the meaning of Section\n368(a) of the Code, which opinion shall not have been withdrawn or modified in\nany material respect;\n\n            (d) Parent shall have been advised in writing by\nPricewaterhouseCoopers LLP - New York, NY as of the date upon which the\nEffective Time is to occur, in a form and in substance reasonably acceptable to\nParent, that the Merger can properly be accounted for as a \"pooling of\ninterests\" business combination in accordance with U.S. GAAP and the accounting\nstandards of the SEC; Company shall have been advised in writing by\nPricewaterhouseCoopers LLP - Broomfield, CO as of the date upon which the\nEffective Time is to occur that such firm concurs with the management of the\nCompany that no conditions exist that would preclude Company from being a party\nto a merger for which the pooling of interests method of accounting would be\navailable; \n\n            (e) There shall have been no Company Material Adverse Effect since\nthe date of this Agreement;\n\n            (f) All consents of third parties required pursuant to the terms of\nany Material Contract as a result of the Merger shall have been obtained; and\n\n            (g) the employees of Company set forth on Schedule 8.03(g) shall\nhave accepted employment with Parent and shall have entered into employment and\nnon-competition agreements substantially in the form attached hereto as Annex E.\n\n\n\n                                       45\n\n\n                                   ARTICLE IX\n\n                        TERMINATION, AMENDMENT AND WAIVER\n\n            SECTION 9.01 Termination\n\n            This Agreement may be terminated and the Merger may be abandoned at\nany time prior to the Effective Time, notwithstanding any requisite adoption and\napproval of this Agreement, as follows:\n\n            (a) by mutual written consent duly authorized by the boards of\ndirectors of each of Parent and Company;\n\n            (b) by either Parent or Company, if the Effective Time shall not\nhave occurred on or before December 31, 1999; provided, however, that the right\nto terminate this Agreement under this Section 9.01(b) shall not be available to\nany party whose failure to fulfill any obligation under this Agreement shall\nhave principally caused, or resulted in, the failure of the Effective Time to\noccur on or before such date;\n\n            (c) by either Parent or Company, if any Governmental Order, writ,\ninjunction or decree preventing the consummation of the Merger shall have been\nentered by any court of competent jurisdiction and shall have become final and\nnonappealable;\n\n            (d) by Parent, if (i) the board of directors of Company withdraws,\nmodifies or changes its recommendation of this Agreement or the Merger in a\nmanner adverse to Parent or its stockholders, (ii) the board of directors of\nCompany shall have recommended to the stockholders of Company a Competing\nTransaction, (iii) the Company fails to comply in all material respects with\nSection 6.04, (iv) a Competing Transaction shall have been announced or\notherwise publicly known and the board of directors of Company shall have (A)\nfailed to recommend against acceptance of such by its stockholders (including by\ntaking no position, or indicating its inability to take a position, with respect\nto the acceptance by its stockholders of a Competing Transaction involving a\ntender offer or exchange offer), (B) failed to reconfirm its approval and\nrecommendation of this Agreement and the transactions contemplated hereby within\n5 business days after Parent requests in writing that such recommendation be\nreconfirmed or (C) determined that such Competing Transaction was a Superior\nProposal and takes any of the actions allowed by clause (ii) of Section 6.04, or\n(v) the board of directors of Company resolves to take any of the actions\ndescribed above;\n\n            (e) by Parent or Company, if (i) this Agreement and the Merger shall\nfail to receive the requisite votes for approval at the Company Stockholders'\nMeeting or any adjournment or postponement thereof or (ii) if the Share Issuance\nshall fail to receive the requisite votes for approval at the Parent\nShareholders' Meeting or any adjournment or postponement thereof;\n\n            (f) by Parent, upon a breach of any representation, warranty,\ncovenant or agreement on the part of Company set forth in this Agreement, or if\nany representation or \n\n\n\n                                       46\n\n\nwarranty of Company shall have become untrue, incomplete or incorrect, in either\ncase such that the conditions set forth in Section 8.03 would not be satisfied\n(a \"Terminating Company Breach\"); provided, however, that if such Terminating\nCompany Breach is curable by Company through the exercise of its reasonable\nefforts within 20 days and for so long as Company continues to exercise such\nreasonable efforts, Parent may not terminate this Agreement under this Section\n9.01(f); and provided, further that the preceding proviso shall not in any event\nbe deemed to extend any date set forth in paragraph (b) of this Section 9.01; or\n\n            (g) by Company, upon breach of any representation, warranty,\ncovenant or agreement on the part of Parent set forth in this Agreement, or if\nany representation or warranty of Parent shall have become untrue, incomplete or\nincorrect, in either case such that the conditions set forth in Section 8.02\nwould not be satisfied (a \"Terminating Parent Breach\"); provided, however, that\nif such Terminating Parent Breach is curable by Parent through the exercise of\nits reasonable efforts within 20 days and for so long as Parent continues to\nexercise such reasonable efforts, Company may not terminate this Agreement under\nthis Section 9.01(g); and provided, further that the preceding proviso shall not\nin any event be deemed to extend any date set forth in paragraph (b) of this\nSection 9.01.\n\n            (h) The right of any party hereto to terminate this Agreement\npursuant to this Section 9.01 will remain operative and in full force and effect\nregardless of any investigation made by or on behalf of any party hereto, any\nperson controlling any such party or any of their respective officers,\ndirectors, representatives or agents, whether prior to or after the execution of\nthis Agreement.\n\n            SECTION 9.02 Effect of Termination\n\n            Except as provided in Section 9.05, in the event of termination of\nthis Agreement pursuant to Section 9.01, this Agreement shall forthwith become\nvoid, there shall be no liability under this Agreement on the part of any party\nhereto or any of its affiliates or any of its or their officers or directors,\nand all rights and obligations of each party hereto shall cease; provided,\nhowever, that nothing herein shall relieve any party hereto from liability for\nthe willful or intentional breach of any of its representations and warranties\nor the willful or intentional breach of any of its covenants or agreements set\nforth in this Agreement. No termination of this Agreement shall affect the\nobligation of the parties contained in the Confidentiality Agreements, which\nshall survive termination of this Agreement and remain in full force and effect\nin accordance with their terms.\n\n            SECTION 9.03 Amendment\n\n            This Agreement may be amended by the parties hereto by action taken\nby or on behalf of their respective boards of directors at any time prior to the\nEffective Time; provided, however, that, after the approval of this Agreement by\nthe stockholders of Company, no amendment may be made that changes the amount or\ntype of consideration into which Company common stock will be converted pursuant\nto this Agreement. This Agreement may not be amended except by an instrument in\nwriting signed by the parties hereto.\n\n\n\n                                       47\n\n\n            SECTION 9.04 Waiver\n\n            At any time prior to the Effective Time, any party hereto may (a)\nextend the time for or waive compliance with the performance of any obligation\nor other act of any other party hereto, (b) waive any inaccuracy in the\nrepresentations and warranties contained herein or in any document delivered\npursuant hereto and (c) waive compliance by the other party with any of the\nagreements or conditions contained herein. Any such extension or waiver shall be\nvalid if set forth in an instrument in writing signed by the party or parties to\nbe bound thereby.\n\n            SECTION 9.05 Termination Fee; Expenses\n\n            (a) Except as set forth in this Section 9.05, all Expenses incurred\nin connection with this Agreement and the Merger shall be paid by the party\nincurring such Expenses, whether or not the Merger is consummated, except that\nParent and Company each shall pay one-half of all Expenses (other than\nattorney's and accountant's fees and expenses) incurred solely for printing,\nfiling (with the SEC) and mailing the Registration Statement and the Joint Proxy\nStatement and all SEC and other regulatory filing fees incurred in connection\nwith the Registration Statement and the Joint Proxy Statement.\n\n            (b) In the event that (i) Parent shall terminate this Agreement\npursuant to Section 9.01(d) (other than under the circumstances described in\nSection 9.05(d)), or (ii) this Agreement shall be terminated (x) pursuant to\nSection 9.01(b) or (y) pursuant to Section 9.01(e)(i) as a result of the failure\nto obtain the requisite approval of the Company stockholders and, in the case of\neither (x) or (y), (A) at or prior to such termination, there shall exist or\nhave been proposed a Competing Transaction with respect to Company and (B)\nwithin 12 months after such termination, Company shall enter into a definitive\nagreement with respect to any Competing Transaction or any Competing Transaction\ninvolving Company shall be consummated, then, in the case of (i), promptly after\nsuch termination, or in the case of (ii), concurrently with the consummation of\nsuch Competing Transaction, Company shall (subject to Section 9.05(e)) pay to\nParent an amount in cash equal to $30 million (the \"Termination Fee\") plus\nParent's Expenses. \n\n            (c) In the event that Parent shall terminate this Agreement pursuant\nto Section 9.01(f), then Company shall promptly reimburse Parent for Parent's\nExpenses, and if, within twelve months of such termination of this Agreement,\nCompany shall enter into a definitive agreement with respect to any Competing\nTransaction or any Competing Transaction involving Company shall be consummated\nconcurrently with the consummation of such Competing Transaction, then Company\nshall (subject to Section 9.05(e)) pay to Parent an amount in cash equal to the\nTermination Fee.\n\n            (d) In the event that Parent shall terminate this Agreement pursuant\nto Section 9.01(d)(i) and (A) prior to such termination there shall have not\nexisted or have been proposed a Competing Transaction with respect to Company\nand (B) Robertson Stephens has withdrawn the BRS Fairness Opinion, then within\n30 days after such termination, Company shall pay to Parent an amount equal to\nthe Termination Fee plus Parent's Expenses; provided, however, that no more\n\n\n\n                                       48\n\n\nthan $5,000,000 of the Termination Fee need be paid in cash, any non-cash\nportion of the Termination Fee to be paid by means of the issue by Company to\nParent of that number of shares of Company Common Stock (the \"Termination\nShares\") equal to the quotient of the amount of such non-cash portion and\n$93.25. Parent and Company agree that the provisions of Section 8 of the Option\nAgreement shall be applicable to the Termination Shares as if they were issued\nto Parent pursuant thereto.\n\n            (e) In the event the Termination Fee is payable pursuant to Section\n9.05(b)(ii) or Section 9.05 (c) as a result of the impending consummation of a\nCompeting Transaction solely described by clause (iii) of the definition of such\nterm, then Company need not pay the Termination Fee (or, in the case of Section\n9.05(b)(ii), reimburse Parent's Expenses) if Company offers Parent, at Company's\nsole discretion, either(i) the right to also enter into a license, joint venture\nor other arrangement with Company on the same terms and conditions as such\nCompeting Transaction, subject only to terms and conditions that may be\nnecessary to prevent Parent from having access to data of the party with which\nCompany is consummating such Competing Transaction (the \"JV Party\") (in which\ncase similar terms preventing the JV Party from having access to Parent's data\nmust be imposed on the JV Party as part of the Competing Transaction) or (ii) a\nright of first refusal to enter into a license, joint venture or other\narrangement with Company, to the exclusion of the JV Party, on the same terms\nand conditions as such Competing Transaction, either of which rights must be\navailable for exercise by Parent for at least 15 Business days.\n\n            (f) Parent and Company agree that the agreements contained in\nSection 9.05(b), Section 9.05(c), Section 9.05(d) or Section 9.05(e) above are\nan integral part of the transaction contemplated by this Agreement and\nconstitute liquidated damages and not a penalty. Accordingly, if Company fails\nto pay to Parent any amounts due under Section 9.05(b), Section 9.05(c), Section\n9.05(d) or Section 9.05(e), Company shall pay interest on such amounts at the\nprime rate of Citibank, N.A. in effect on the date such payment was required to\nbe made. \n\n            (g) In the event that Company shall terminate this Agreement\npursuant to Section 9.01(g), then Parent shall promptly reimburse Company for\nCompany's Expenses.\n\n            (h) Neither Company nor Parent shall be entitled to reimbursement\nfor its Expenses hereunder in excess of $2,500,000 in the aggregate. \n\n                                   ARTICLE X\n\n                               GENERAL PROVISIONS\n\n            SECTION 10.01 Non-Survival of Representations and Warranties\n\n            The representations and warranties in this Agreement shall terminate\nat the Effective Time or upon the termination of this Agreement pursuant to\nSection 9.01, as the case may be. This Section 10.01 shall not limit any\ncovenant or agreement of the parties which by its terms contemplates performance\nafter the Effective Time.\n\n\n\n                                       49\n\n\n            SECTION 10.02 Notices\n\n            All notices, requests, claims, demands and other communications\nhereunder shall be in writing and shall be given (and shall be deemed to have\nbeen duly given upon receipt) by delivery in person, by telecopy or facsimile,\nby registered or certified mail (postage prepaid, return receipt requested) or\nby a nationally recognized courier service to the respective parties at the\nfollowing addresses (or at such other address for a party as shall be specified\nin a notice given in accordance with this Section 10.02):\n\n            (a)   if to Company:\n\n            Abacus Direct Corporation\n            8774 Yates Drive\n            Westminster, Colorado  80030\n            Attention:  W. Anthony White\n            Telecopier:  (212) 698-8855\n\n            with a copy to:\n\n            Kane Kessler, P.C.\n            1350 Avenue of the Americas\n            New York, New York  10019\n            Attention:  Robert L. Lawrence, Esq.\n            Telecopier:  (212) 245-3009\n\n\n\n                                       50\n\n\n            (b)   if to Parent or Merger Sub:\n\n                  DoubleClick Inc.\n                  41 Madison Avenue, 32 Floor\n                  New York, NY  10010\n                  Attention:  Elizabeth Wang, General Counsel\n                  Telecopier:  (212) 889-0029\n\n                  with a copy to:\n\n                  Brobeck, Phleger &amp; Harrison LLP\n                  1633 Broadway, 47th Floor\n                  New York, NY 10019\n                  Attention:  Alexander D. Lynch, Esq.\n                  Telecopier:  (212) 586-7878\n\n                  and\n\n                  Brobeck, Phleger &amp; Harrison LLP\n                  One Market, Spear Street Tower\n                  San Francisco, CA 94105\n                  Attention:  Steve L. Camahort, Esq.\n                  Telecopier:  (415) 442-1010\n\n            SECTION 10.03 Severability\n\n            If any term or other provision of this Agreement is invalid, illegal\nor incapable of being enforced by any rule of Law or public policy, all other\nconditions and provisions of this Agreement shall nevertheless remain in full\nforce and effect so long as the economic or legal substance of the Merger is not\naffected in any manner materially adverse to any party. Upon such determination\nthat any term or other provision is invalid, illegal or incapable of being\nenforced, the parties hereto shall negotiate in good faith to modify this\nAgreement so as to effect the original intent of the parties as closely as\npossible in a mutually acceptable manner to the fullest extent permitted by\napplicable Law in order that the Merger may be consummated as originally\ncontemplated to the fullest extent possible.\n\n            SECTION 10.04 Assignment; Binding Effect; Benefit\n\n            Neither this Agreement nor any of the rights, interests or\nobligations hereunder shall be assigned by any of the parties hereto (whether by\noperation of Law or otherwise) without the prior written consent of the other\nparties hereto. Subject to the preceding sentence, this Agreement shall be\nbinding upon and shall inure to the benefit of the parties hereto and their\nrespective successors and permitted assigns. Notwithstanding anything contained\nin this Agreement to the contrary, other than Section 7.04, nothing in this\nAgreement, expressed or \n\n\n\n                                       51\n\n\nimplied, is intended to confer on any person other than the parties hereto or\ntheir respective successors and permitted assigns any rights or remedies under\nor by reason of this Agreement.\n\n            SECTION 10.05 Incorporation of Exhibits\n\n            The Parent Disclosure Schedule, the Company Disclosure Schedule and\nall Exhibits attached hereto and referred to herein are hereby incorporated\nherein and made a part of this Agreement for all purposes as if fully set forth\nherein.\n\n            SECTION 10.06 Governing Law\n\n            THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN\nACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE OTHER THAN CONFLICT OF LAWS\nPRINCIPLES THEREOF DIRECTING THE APPLICATION OF ANY LAW OTHER THAN THAT OF\nDELAWARE. COURTS WITHIN THE STATE OF DELAWARE WILL HAVE JURISDICTION OVER ALL\nDISPUTES BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT\nAND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY. THE PARTIES\nHEREBY CONSENT TO AND AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. EACH\nOF THE PARTIES HERETO WAIVES, AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO\nTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (I) SUCH PARTY IS\nNOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (II) SUCH PARTY AND\nSUCH PARTY'S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR\n(III) ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT\nFORUM.\n\n            SECTION 10.07 Waiver of Jury Trial\n\n            EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY\nJURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING\nOUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION OR AGREEMENT\nCONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION,\nADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.\n\n            SECTION 10.08 Headings; Interpretation\n\n            The descriptive headings contained in this Agreement are included\nfor convenience of reference only and shall not affect in any way the meaning or\ninterpretation of this Agreement. The parties have participated jointly in the\nnegotiation and drafting of this Agreement. In the event an ambiguity or\nquestion of intent or interpretation arises, this Agreement shall be construed\nas if drafted jointly by the parties, and no presumption or burden of proof\nshall arise favoring or disfavoring any party by virtue of the authorship of any\nprovisions of this Agreement.\n\n\n\n                                       52\n\n\n            SECTION 10.09 Counterparts\n\n            This Agreement may be executed and delivered (including by facsimile\ntransmission) in one or more counterparts, and by the different parties hereto\nin separate counterparts, each of which when executed and delivered shall be\ndeemed to be an original but all of which taken together shall constitute one\nand the same agreement.\n\n            SECTION 10.10 Entire Agreement\n\n            This Agreement (including the Exhibits, the Parent Disclosure\nSchedule and the Company Disclosure Schedule) and the Confidentiality Agreements\nconstitute the entire agreement among the parties with respect to the subject\nmatter hereof and supersede all prior agreements and understandings among the\nparties with respect thereto. No addition to or modification of any provision of\nthis Agreement shall be binding upon any party hereto unless made in writing and\nsigned by all parties hereto.\n\n\n\n                                       53\n\n\n            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe executed as of the date first written above by their respective officers\nthereunto duly authorized.\n\n\n                                     DOUBLECLICK INC.\n\n                                     By:   \/s\/ Kevin J. O'Connor\n                                         ---------------------------------------\n                                         Name: Kevin J. O'Connor\n                                         Title:  Chief Executive Officer\n\n\n                                     ABACUS DIRECT CORPORATION\n\n                                     By:   \/s\/ M. Anthony White\n                                         ---------------------------------------\n                                         Name:  M. Anthony White\n                                         Title:  Chief Executive Officer\n\n\n                                     ATLANTA MERGER CORP.\n\n                                     By:   \/s\/ Kevin J. O'Connor\n                                         ---------------------------------------\n                                         Name: Kevin J. O'Connor\n                                         Title:  Chief Executive Officer\n\n\n\n\n                                     ANNEX A\n\n                          FORM OF STOCKHOLDER AGREEMENT\n\n            This STOCKHOLDER AGREEMENT (this \"Agreement\") is made and entered\ninto as of June 13, 1999 between DoubleClick, Inc., a Delaware corporation\n(\"Parent\"), and the undersigned stockholder (\"Stockholder\") of Abacus Direct\nCorporation, a Delaware corporation (\"Company\"). Capitalized terms used and not\notherwise defined herein shall have the respective meanings set forth in the\nMerger Agreement described below.\n\n                                    RECITALS\n\n            WHEREAS, pursuant to an Agreement and Plan of Merger and\nReorganization dated as of June 13, 1999 by and among Parent, Atlanta Merger\nCorp., a Delaware corporation and a wholly owned subsidiary of Parent (\"Merger\nSub\") and Company (such agreement as it may be amended is hereinafter referred\nto as the \"Merger Agreement\"). Parent has agreed to acquire the outstanding\nsecurities of Company pursuant to a statutory merger of Merger Sub with and into\nCompany (the \"Merger\"), in which each outstanding share of capital stock of\nCompany (the \"Company Capital Stock\") will be converted into shares of common\nstock of Parent (the \"Parent Shares\") at the exchange rate set forth in the\nMerger Agreement (the \"Transaction\");\n\n            WHEREAS, in order to induce Parent to enter into the Merger\nAgreement and consummate the Transaction, Company has agreed to use its\nreasonable best efforts to cause each stockholder of Company who is an affiliate\nof Company to execute and deliver to Parent a Stockholder Agreement upon the\nterms set forth herein; and\n\n            WHEREAS, Stockholder is or may become the registered and beneficial\nowner (within the meaning of Rule 13d-3 of the Exchange Act) of capital stock of\nCompany (the \"Shares\").\n\n            NOW, THEREFORE, the parties agree as follows:\n\n            1. Transfer and Encumbrance. Stockholder is the beneficial owner of\nthe Shares. The Shares constitute the only shares of capital stock and voting\nsecurities of Company beneficially owned by Stockholder. To Stockholder's\nknowledge, the Shares are, and will be at all times up until the Expiration\nDate, free and clear of any liens, claims, options, charges or other\nencumbrances except as disclosed on the signature page hereto. Stockholder's\nprincipal residence or place of business is accurately set forth on the\nsignature page hereto.\n\n            1.2 New Shares. Stockholder agrees that any shares of capital stock\nor voting securities of Company that Stockholder purchases or with respect to\nwhich Stockholder otherwise acquires beneficial ownership after the date of this\nAgreement and prior to the Expiration Date (\"New Shares\") shall be subject to\nthe terms and conditions of this Agreement to the same extent as if they\nconstituted Shares.\n\n\n                                      A-1\n\n\n\n            2. Agreement to Vote Shares. Prior to the Expiration Date, at every\nmeeting of the stockholders of Company at which any of the following is\nconsidered or voted upon, and at every adjournment thereof, and on every action\nor approval by written resolution of the stockholders of Company with respect to\nany of the following, Stockholder shall vote the Shares and any New Shares in\nfavor of approval and adoption of the Merger Agreement and of the Transaction.\n\n            3. Irrevocable Proxy. Stockholder hereby agrees to timely deliver to\nParent a duly executed proxy in the form attached hereto as Exhibit I (the\n\"Proxy\"), such Proxy to cover the Shares and all New Shares in respect of which\nStockholder is entitled to vote at each meeting of the stockholders of Company\n(including, without limitation, each written consent in lieu of a meeting). In\nthe event that Stockholder is unable to provide any such Proxy in a timely\nmanner, Stockholder hereby grants Parent a power of attorney to execute and\ndeliver such Proxy for and on behalf of Stockholder, such power of attorney,\nwhich being coupled with an interest, shall survive any death, disability,\nbankruptcy, or any other such impediment of Stockholder. Upon the execution of\nthis Agreement by Stockholder, Stockholder hereby revokes any and all prior\nproxies or powers of attorney given by Stockholder with respect to the Shares\nand agrees not to grant any subsequent proxies or powers of attorney with\nrespect to the Shares until after the Expiration Date. \n\n            4. Representations, Warranties and Covenants of Stockholder.\nStockholder hereby represents, warrants and covenants to Parent as follows:\n\n            (a) Stockholder has full power and legal capacity to execute and\ndeliver this Agreement, to perform its obligations hereunder and to consummate\nthe transactions contemplated hereby. This Agreement has been duly and validly\nexecuted and delivered by Stockholder and constitutes the valid and binding\nobligation of Stockholder, enforceable against Stockholder in accordance with\nits terms except as may be limited by (i) the effect of bankruptcy, insolvency,\nconservatorship, arrangement, moratorium or other laws affecting or relating to\nthe rights of creditors generally, or (ii) the rules governing the availability\nof specific performance, injunctive relief or other equitable remedies and\ngeneral principles of equity, regardless of whether considered in a proceeding\nin equity or at law. To Stockholder's knowledge, the execution and delivery of\nthis Agreement by Stockholder does not, and the performance of Stockholder's\nobligations hereunder will not, result in any breach of or constitute a default\n(or an event that with notice or lapse of time or both would become a default)\nunder, or give to others any right to terminate, amend, accelerate or cancel any\nright or obligation under, or result in the creation of any lien or encumbrance\non any Shares or New Shares pursuant to, any note, bond, mortgage, indenture,\ncontract, agreement, lease, license, permit, franchise or other instrument or\nobligation to which Stockholder is a party or by which Stockholder or the Shares\nor New Shares are or will be bound or affected.\n\n            (b) Until the Expiration Date, Stockholder will not (and will use\nStockholder's reasonable best efforts to cause Company, its affiliates,\nofficers, directors and employees and any investment banker, attorney,\naccountant or other agent retained by Stockholder, Company or any of the same,\nnot to, except to the extent otherwise permitted under Section 6.04 of the\nMerger Agreement): (i) initiate or solicit, directly or indirectly, any\nproposal, plan or offer to acquire all or any material part of the business or\nproperties or capital stock of \n\n\n                                      A-2\n\n\n\nCompany, whether by merger, purchase of assets, tender offer or otherwise, or to\nliquidate Company or otherwise distribute to the stockholders of Company all or\nany substantial part of the business, properties or capital stock of Company\n(each, an \"Acquisition Proposal\"); (ii) initiate, directly or indirectly, any\ncontact with any person in an effort to or with a view towards soliciting any\nAcquisition Proposal; (iii) furnish information concerning Company's business,\nproperties or assets to any corporation, partnership, person or other entity or\ngroup (other than Parent, or any associate, agent or representative of Parent)\nunder any circumstances that could reasonably be expected to relate to an actual\nor potential Acquisition Proposal; or (iv) negotiate or enter into discussions\nor an agreement, directly or indirectly, with any entity or group with respect\nof any potential Acquisition Proposal. In the event Stockholder shall receive or\nbecome aware of any Acquisition Proposal subsequent to the date hereof,\nStockholder shall promptly inform Parent as to any such matter and the details\nthereof to the extent possible without breaching any other agreement to which\nsuch Stockholder is a party or violating its fiduciary duties. Notwithstanding\nthe foregoing, the provisions of this Section 4(b) shall not be operative for\nany non-executive director of Company for so long as such director serves on\nCompany's board of directors.\n\n            (c) Stockholder understands and agrees that if Stockholder attempts\nto transfer, vote or provide any other person with the authority to vote any of\nthe Shares other than in compliance with this Agreement, Company shall not, and\nStockholder hereby unconditionally and irrevocably instructs Company to not,\npermit any such transfer on its books and records, issue a new certificate\nrepresenting any of the Shares or record such vote unless and until Stockholder\nshall have complied with the terms of this Agreement.\n\n            5. Additional Documents. Stockholder hereby covenants and agrees to\nexecute and deliver any additional documents necessary or desirable, reasonably\nnecessary and desirable, to carry out the purpose and intent of this Agreement.\n\n            6. Termination. This Agreement and the Proxy delivered in connection\nherewith shall terminate and shall have no further force or effect as of the\nExpiration Date.\n \n            7. Miscellaneous.\n\n            7.1 Severability. If any term, provision, covenant or restriction of\nthis Agreement is held by a court of competent jurisdiction to be invalid, void\nor unenforceable, then the remainder of the terms, provisions, covenants and\nrestrictions of this Agreement shall remain in full force and effect and shall\nin no way be affected, impaired or invalidated.\n\n            7.2 Binding Effect and Assignment. This Agreement and all of the\nprovisions hereof shall be binding upon and inure to the benefit of the parties\nhereto and their respective successors and permitted assigns, but, except as\notherwise specifically provided herein, neither this Agreement nor any of the\nrights, interests or obligations of the parties hereto may be assigned by either\nof the parties without the prior written consent of the other. This Agreement is\nintended to bind Stockholder solely as a securityholder of Company only with\nrespect to the specific matters set forth herein.\n\n\n                                      A-3\n\n\n\n            7.3 Amendment and Modification. This Agreement may not be modified,\namended, altered or supplemented except by the execution and delivery of a\nwritten agreement executed by the parties hereto.\n\n            7.4 Specific Performance; Injunctive Relief. The parties hereto\nacknowledge that Parent will be irreparably harmed and that there will be no\nadequate remedy at law for a violation of any of the covenants or agreements of\nStockholder set forth herein. Therefore, it is agreed that, in addition to any\nother remedies that may be available to Parent upon any such violation, Parent\nshall have the right to enforce such covenants and agreements by specific\nperformance, injunctive relief or by any other means available to Parent at law\nor in equity and Stockholder hereby waives any and all defenses which could\nexist in its favor in connection with such enforcement and waives any\nrequirement for the security or posting of any bond in connection with such\nenforcement.\n\n            7.5 Notices. All notices, requests, demands or other communications\nthat are required or may be given pursuant to the terms of this Agreement shall\nbe in writing and shall be deemed to have been duly given if delivered by hand\nor mailed by registered or certified mail, postage prepaid, or sent by facsimile\ntransmission, as follows:\n\n            (a) If to Stockholder, at the address set forth below Stockholder's\nsignature at the end hereof.\n\n            (b) if to Parent, to:\n\n            DoubleClick Inc.\n            41 Madison Avenue\n            New York, NY  10010\n            Attention: General Counsel\n            Facsimile No.: (212) 889-0029\n\n            with a copy to:\n\n            Brobeck, Phleger &amp; Harrison LLP\n            1633 Broadway, 47th Floor\n            New York, NY 10019\n            Attention: Alexander D. Lynch, Esq.\n            Facsimile No.: (212) 581-1600\n            Telephone No.: (212) 586-7878\n\n            Brobeck, Phleger &amp; Harrison LLP\n            Spear Street Tower\n            One Market\n            San Francisco, CA  94105\n            Attention: Steve L. Camahort, Esq.\n            Facsimile No.: (415) 442-1010\n            Telephone No.: (415) 442-0900\n\n\n                                      A-4\n\n\n\nor to such other address as any party hereto or any Indemnified Person may\ndesignate for itself by notice given as herein provided.\n\n            9.6 Governing Law. This Agreement shall be governed by, construed\nand enforced in accordance with the internal laws of the State of Delaware\nwithout giving effect to the principles of conflicts of law thereof.\n\n            9.7 Entire Agreement. This Agreement and the Proxy contain the\nentire understanding of the parties in respect of the subject matter hereof, and\nsupersede all prior negotiations and understandings between the parties with\nrespect to such subject matter.\n\n            9.8 Counterpart. This Agreement may be executed in several\ncounterparts, each of which shall be an original, but all of which together\nshall constitute one and the same agreement.\n\n            9.9 Effect of Headings. The section headings herein are for\nconvenience only and shall not affect the construction or interpretation of this\nAgreement.\n\n\n                                      A-5\n\n\n\n\n            IN WITNESS WHEREOF, the parties have caused this Stockholder\nAgreement to be executed as of the date first above written.\n\nDOUBLECLICK INC.                           STOCKHOLDER\n\nBy:_______________________________         _____________________________________\nName:_____________________________         (Signature)\nTitle:____________________________\n\n                                           _____________________________________\n                                           (Signature of Spouse)\n\n                                           _____________________________________\n                                           (Print Name of Stockholder)\n\n                                           _____________________________________\n                                           (Print Street Address)\n\n                                           _____________________________________\n                                           (Print City, State and Zip)\n\n                                           _____________________________________\n                                           (Print Telephone Number)\n\n                                           _____________________________________\n                                           (Social Security or Tax I.D. Number)\n\n                     SIGNATURE PAGE TO STOCKHOLDER AGREEMENT\n\n\n\n                                                                       EXHIBIT I\n\n                                IRREVOCABLE PROXY\n\n                                TO VOTE STOCK OF\n\n                            ABACUS DIRECT CORPORATION\n\n            The undersigned stockholder of Abacus Direct Corporation, a Delaware\ncorporation (\"Company\"), hereby irrevocably (to the full extent permitted by the\nDelaware General Corporation Law) appoints the members of the Board of Directors\nof DoubleClick Inc., a Delaware corporation (\"Parent\"), and each of them, or any\nother designee of Parent, as the sole and exclusive attorneys and proxies of the\nundersigned, with full power of substitution and resubstitution, to vote and\nexercise all voting and related rights (to the full extent that the undersigned\nis entitled to do so) with respect to all of the shares of capital stock of\nCompany that now are or hereafter may be beneficially owned by the undersigned,\nand any and all other shares or securities of Company issued or issuable in\nrespect thereof on or after the date hereof (collectively, the \"Shares\") in\naccordance with the terms of this Irrevocable Proxy. Upon the undersigned's\nexecution of this Irrevocable Proxy, any and all prior proxies given by the\nundersigned with respect to any Shares are hereby revoked and the undersigned\nagrees not to grant any subsequent proxies with respect to the Shares until\nafter the Expiration Date (as defined below).\n\n            This Irrevocable Proxy is irrevocable (to the extent provided in the\nDelaware General Corporation Law), is coupled with an interest, including, but\nnot limited to, that certain Company Affiliate Agreement dated as of even date\nherewith by and among Parent, and the undersigned, and is granted in\nconsideration of Parent entering into that certain Agreement and Plan of Merger\nand Reorganization (the \"Merger Agreement\") by and among Parent and Atlanta\nMerger Corp., a Delaware corporation and a wholly owned subsidiary of Parent\n(\"Merger Sub\"), and Company which Merger Agreement provides for the merger of\nMerger Sub with and into Company (the \"Merger\"). As used herein, the term\n\"Expiration Date\" shall mean the earlier to occur of (i) such date and time as\nthe Merger shall become effective in accordance with the terms and provisions of\nthe Merger Agreement, and (ii) the date of termination of the Merger Agreement.\n\n            The attorneys and proxies named above, and each of them are hereby\nauthorized and empowered by the undersigned, at any time prior to the Expiration\nDate, to act as the undersigned's attorney and proxy to vote the Shares, and to\nexercise all voting and other similar rights of the undersigned with respect to\nthe Shares (including, without limitation, the power to execute and deliver\nwritten consents pursuant to the Delaware General Corporation Law), at every\nannual, special or adjourned meeting of the stockholders of Company and in every\nwritten consent in lieu of such meeting:\n\n\n                                      A-1\n\n\n\n            in favor of approval and adoption of the Merger Agreement and of the\n            transaction contemplated thereby.\n\n            The attorneys and proxies named above may not exercise this\nIrrevocable Proxy on any other matter except as provided above. The undersigned\nstockholder may vote the Shares on all other matters.\n\n            All authority herein conferred shall survive the death or incapacity\nof the undersigned and any obligation of the undersigned hereunder shall be\nbinding upon the heirs, personal representatives, successors and assigns of the\nundersigned.\n\n            This Irrevocable Proxy is coupled with an interest as aforesaid and\nis irrevocable.\n\nDated: June 13, 1999\n\n                                       ________________________________________\n                                       (Signature of Stockholder)\n\n                                       ________________________________________\n                                       (Print Name of Stockholder)\n\n                                       Shares beneficially owned:\n\n                                       __________ shares of Company Common Stock\n\n                       SIGNATURE PAGE TO IRREVOCABLE PROXY\n\n\n\n                                     ANNEX B\n\n                            FORM OF OPTION AGREEMENT\n\n            STOCK OPTION AGREEMENT (the \"Agreement\"), dated as of June 13, 1999,\nby and between, DoubleClick Inc., a Delaware corporation (\"Parent\"), and Abacus\nDirect Corporation, a Delaware corporation (\"Company\"). Capitalized terms used\nherein but not defined herein shall have the meanings set forth in the Merger\nAgreement referred to below.\n\n            WHEREAS, concurrently with the execution and delivery of this\nAgreement, Company, Parent and Atlanta Merger Corp., a Delaware corporation and\nwholly-owned subsidiary of Parent (\"Merger Sub\"), are entering into an Agreement\nand Plan of Merger and Reorganization, dated as of the date hereof (the \"Merger\nAgreement\"), pursuant to which, among other things, upon the terms and subject\nto the conditions thereof, Merger Sub will be merged with and into Company (the\n\"Merger\"), with Company continuing as the surviving corporation; and\n\n            WHEREAS, as a condition and inducement to Parent's willingness to\nenter into the Merger Agreement, Parent has required that Company agree, and\nCompany has agreed, to grant to Parent an option to purchase certain newly\nissued shares of Company's Common Stock, par value $.001 per share (\"Company\nCommon Stock\"), upon the terms and subject to the conditions set forth herein;\n\n            NOW, THEREFORE, in consideration of the foregoing and of the mutual\ncovenants and agreements set forth herein and in the Merger Agreement, the\nparties hereto agree as follows:\n\n            1. Grant of Option. Company hereby grants to Parent an irrevocable\noption (the \"Company Option\") to purchase up to 1,974,516 shares (the \"Company\nShares\") of Company Common Stock in the manner set forth below at a price (the\n\"Exercise Price\") of $93.25 per Company Share, payable in cash; provided,\nhowever, that the number of shares issuable to Parent pursuant hereto and\npursuant to Section 9.05(e) of the Merger Agreement shall not exceed 19.99% of\nthe outstanding shares of Company Common Stock.\n\n            2. Exercise of Option. (a) The Company Option may be exercised by\nParent, in whole or in part at any time or from time to time after (i) the\ntermination of the Merger Agreement under the conditions described in Section\n9.05(b)(i) or 9.05(d) of the Merger Agreement and (ii) immediately prior to the\noccurrence of any event causing the Termination Fee to become payable pursuant\nto Section 9.05(b)(ii) or Section 9.05 (c) of the Merger Agreement. In the event\nParent wishes to exercise the Company Option, Parent shall deliver to Company a\nwritten notice (an \"Exercise Notice\") specifying the total number of Company\nShares it wishes to purchase; provided that, if prior notification to or\napproval of any regulatory or antitrust agency is required in connection with\nsuch purchase, Parent shall promptly file the required notice or application for\napproval, shall promptly notify Company of such filing, and shall expeditiously\nprocess the same and the period of time that otherwise would run pursuant to\n\n\n                                      B-1\n\n\n\nthis sentence shall run instead from the date on which any required notification\nperiods have expired or been terminated or such approvals have been obtained and\nany requisite waiting period or periods shall have passed. Each closing of a\npurchase of Company Shares (an \"Option Closing\") shall occur at a place, on a\ndate and at a time designated by Parent in an Exercise Notice delivered at least\nthree business days prior to the date of the Option Closing. The Company Option\nshall terminate upon the earlier of: (w) the Effective Time; (x) the termination\nof the Merger Agreement pursuant to Section 9.01 thereof (other than a\ntermination in connection with which Parent is or may be entitled to any\npayments as specified in Section 9.05(b), 9.05(c) or 9.05 (d) thereof); (y) 90\ndays following any termination of the Merger Agreement in connection with which\nParent is entitled to a payment as specified in Section 9.05(b)(i) or 9.05(d)\nthereof (or if, at the expiration of such 90 day period, the Company Option\ncannot be exercised by reason of any applicable judgment, decree, order, law or\nregulation, twenty (20) business days after such impediment to exercise shall\nhave been removed or shall have become final and not subject to appeal); or (z)\n90 days following the occurrence of any event in connection with which Parent\nhas become entitled to payment of the Termination Fee pursuant to Section\n9.05(b)(ii) of the Merger Agreement (or (I) if, at the expiration of such 90 day\nperiod, the Company Option cannot be exercised by reason of any applicable\njudgment, decree, order, law or regulation, twenty (20) business days after such\nimpediment to exercise shall have been removed or shall have become final and\nnot subject to appeal and (II) at the expiration of the 12-month period\nfollowing termination of the Merger Agreement described in Section 9.05(b)(ii)\nor 9.05(c) if the event described therein has not occurred).\n\n            (b) Notwithstanding any other provision of this Agreement or the\nMerger Agreement, in no event shall Parent's Total Profit (as hereinafter\ndefined) exceed in the aggregate $50,000,000 and, if it otherwise would exceed\nsuch amount Parent, in its sole discretion, shall either (i) reduce the number\nof Company Shares subject to the Company Option, (ii) pay cash to Company, (iii)\nreceive a smaller Termination Fee (as defined in Section 9.05(b)of the Merger\nAgreement), (iv) deliver to Company for cancellation Company Shares previously\npurchased by Parent or (v) any combination thereof, so that Parent's actually\nrealized Total Profit shall not exceed in the aggregate $50,000,000 after taking\ninto account the foregoing actions.\n\n            (c) As used herein, the term \"Total Profit\" shall mean the sum of\n(i) (x)the amount (before taxes but net of reasonable and customary commissions\npaid or payable in connection with such transaction) received by Parent pursuant\nto the sale of Company Shares less (y) Parent's purchase price for such Company\nShares, (ii) any amounts (before taxes but net of reasonable and customary\ncommissions paid or payable in connection with such transaction) received by\nParent on the transfer of the Company Option (or any portion thereof) to any\nunaffiliated Person(s) (if permitted hereunder) or to Company and (iii) the\namount received by Parent pursuant to Section 9.05(b), 9.05(c) and 9.05(d) of\nthe Merger Agreement.\n\n            3. Conditions to Closing. The obligation of Company to issue the\nCompany Shares to Parent hereunder is subject to the conditions that (i) all\nconsents, approvals, orders or authorizations of, or registrations, declarations\nor filings with, any Governmental Entity or Regulatory Entity if any, required\nin connection with the issuance of the Company Shares hereunder shall have been\nobtained or made, as the case may be; and (ii) no preliminary or permanent\ninjunction or other order by any court of competent jurisdiction prohibiting or\notherwise restraining such issuance shall be in effect.\n\n\n                                      B-2\n\n\n\n            4. Closing. At each Option Closing, (a) Company will deliver to\nParent a certificate or certificates in definitive form representing the number\nof Company Shares designated by Parent in its Exercise Notice, such certificate\nor certificates to be registered in the name of Parent or its designee and to\nbear the legend set forth in Section 10, and (b) Parent will deliver to Company\nthe aggregate Exercise Price for the Company Shares so designated by wire\ntransfer of immediately available funds or certified check or bank check. At any\nOption Closing at which Parent is exercising the Company Option in part, Parent\nshall present and surrender this Agreement to Company, and Company shall deliver\nto Parent an executed new agreement with the same terms as this Agreement\nevidencing the right to purchase the remaining balance of the shares of Company\nCommon Stock purchasable hereunder.\n\n            5. Representations and Warranties of Company. Company represents and\nwarrants to Parent that (a) Company is a corporation duly organized, validly\nexisting and in good standing under the laws of the State of Delaware and has\nthe corporate power and authority to enter into this Agreement and to carry out\nits obligations hereunder, (b) the execution and delivery of this Agreement by\nCompany and the consummation by Company of the transactions contemplated hereby\nhave been duly authorized by all necessary corporate action on the part of\nCompany and other than obtaining shareholder approval, no other corporate\nproceedings on the part of Company are necessary to authorize this Agreement or\nany of the transactions contemplated hereby, (c) this Agreement has been duly\nexecuted and delivered by Company and constitutes a valid and binding obligation\nof Company, enforceable against Company in accordance with its terms, except as\nsuch enforceability may be limited by bankruptcy, insolvency, reorganization,\nmoratorium and other laws affecting the rights and remedies of creditors\ngenerally and general principles of equity, (d) Company has taken all action\nnecessary to authorize and reserve for issuance and to permit it to issue, upon\nexercise of the Company Option, and at all times from the date hereof through\nthe expiration of the Company Option will have reserved, that number of unissued\nCompany Shares that are subject to the Company Option, all of which, upon their\nissuance and delivery in accordance with the terms of this Agreement, will be\nvalidly issued, fully paid and nonassessable, (e) upon delivery of the Company\nShares to Parent upon the exercise of the Company Option, Parent will acquire\nthe Company Shares free and clear of all liens, claims, charges, encumbrances\nand security interests of any nature whatsoever except those imposed by Parent,\n(f) except as described in Section 4.05 of the Merger Agreement and of the\nCompany Disclosure Schedule, the execution and delivery of this Agreement by\nCompany does not, and the performance of this Agreement by Company will not,\nconflict with, or result in any violation of, or default (with or without notice\nor lapse of time, or both) under, or give rise to a right of termination,\ncancellation or acceleration of any obligation or the loss of a benefit under,\nor the creation of a lien, pledge, security interest or other encumbrance on\nassets pursuant to (any such conflict, violation, default, right of termination,\ncancellation or acceleration, loss or creation, a \"Violation\"), (A) any\nprovision of the Amended and Restated Certificate of Incorporation or By-laws,\neach as amended, of Company or (B) any provisions of any material mortgage,\nindenture, lease, contract or other agreement, instrument, permit, concession,\nfranchise, or license or (C) any judgment, order, decree, statute, law,\nordinance, rule or regulation applicable to Company or its properties or assets,\nexcept in the case of clauses (B) and (C) immediately above, for violations\nwhich would not, individually or in the aggregate, have a Company Material\nAdverse Effect and (g) except as described in Section 4.05 of the Merger\nAgreement and of the Company Disclosure Schedule, the execution and delivery of\nthis Agreement by Company does not, and the performance of this Agreement by\nCompany \n\n\n                                      B-3\n\n\n\nwill not, require any consent, approval, authorization or permit of, or filing\nwith or notification to, any Governmental Entity or Regulatory Entity.\n\n            6. Representations and Warranties of Parent. Parent represents and\nwarrants to Company that (a) Parent is a corporation duly organized, validly\nexisting and in good standing under the laws of the State of Delaware and has\nthe corporate power and authority to enter into this Agreement and to carry out\nits obligations hereunder, (b) the execution and delivery of this Agreement by\nParent and the consummation by Parent of the transactions contemplated hereby\nhave been duly authorized by all necessary corporate action on the part of\nParent and no other corporate proceedings on the part of Parent are necessary to\nauthorize this Agreement or any of the transactions contemplated hereby, (c)\nthis Agreement has been duly executed and delivered by Parent and constitutes a\nvalid and binding obligation of Parent, enforceable against Parent in accordance\nwith its terms, except as such enforceability may be limited by bankruptcy and\nother laws affecting the rights and remedies of creditors generally and general\nprinciples of equity, (d) assuming that the consents, approvals, authorizations,\npermits, filings and notifications referred to in subsection (e) are obtained or\nmade, as applicable, the execution and delivery of this Agreement by Parent does\nnot, and the performance of this Agreement by Parent will not, result in any\nViolation pursuant to, (A) any provision of the Certificate of Incorporation or\nBy-laws, each as amended, of Parent, (B) any provisions of any material\nmortgage, indenture, lease, contract or other agreement, instrument, permit,\nconcession, franchise, or license or (C) any judgment, order, decree, statute,\nlaw, ordinance, rule or regulation applicable to Parent or its properties or\nassets, except in the case of each of clauses (B) and (C) immediately, above,\nfor Violations which would not, individually or in the aggregate, have a Parent\nMaterial Adverse Effect, (e) except as described in Section 5.05 of the Merger\nAgreement and Section 3(a) of this Agreement, and except as may be required\nunder the Exchange Act, the execution and delivery of this Agreement by Parent\ndoes not, and the performance of this Agreement by Parent will not, require any\nconsent, approval, authorization or permit of, or filing with or notification\nto, any Governmental Entity or Regulatory Entity, (f) any Company Shares\nacquired upon exercise of the Company Option will not be, and the Company Option\nis not being, acquired by Parent with a view to the public distribution thereof\nand Parent will not sell or otherwise dispose of such shares in violation of\napplicable law or this Agreement, (g) the Company Option and any Company Shares\nacquired upon exercise of the Company Option are being acquired for the account\nof Parent, (h) it is an \"accredited investor\" as defined in Regulation D under\nthe Securities Act, and (i) it understands that the Company Shares may not be\nsold unless such sale is registered under the Securities Act or an exemption\nfrom such registration is available.\n\n            7. Put.\n\n            (a) Exercise. At any time during which the Company Option is\nexercisable hereunder (the \"Repurchase Period\"), upon demand by Parent, Parent\nshall have the right to sell to Company (or any successor entity thereof) and\nCompany (or such successor entity) shall be obligated to repurchase from Parent\n(the \"Put\"), all or any portion of the Company Option, to the extent not\npreviously exercised, at the price set forth in subparagraph (i) below, and\/or\nall or any portion of the Company Shares purchased by Parent pursuant thereto,\nat a price set forth in subparagraph (ii) below:\n\n                  (i) the difference between the \"Market\/Tender Offer Price\" for\n      shares of Company Common Stock as of the date (the \"Notice Date\") notice\n      of exercise of the \n\n\n                                      B-4\n\n\n\n      Put is given to the other party (defined as the greater of (A) the price\n      per share offered as of the Notice Date pursuant to any tender or exchange\n      offer or other Takeover Proposal which was made prior to the Notice Date\n      and not terminated or withdrawn as of the Notice Date (the \"Tender Price\")\n      or (B) the average of the closing prices of shares of Company Common Stock\n      on the Nasdaq National Market for the ten (10) trading days immediately\n      preceding the Notice Date (the \"Market Price\")), and the Exercise Price,\n      multiplied by the number of Company Shares purchasable pursuant to the\n      Company Option (or portion thereof with respect to which Parent is\n      exercising its rights under this Section 7), but only if the Market\/Tender\n      Offer Price is greater than the Exercise Price;\n\n                  (ii) the Exercise Price paid by Parent for the Company Shares\n      acquired pursuant to the Company Option plus the difference between the\n      Market\/Tender Offer Price and the Exercise Price, but only if the\n      Market\/Tender Offer Price is greater than the Exercise Price, multiplied\n      by the number of Company Shares so purchased;\n\n            (b) Payment and Redelivery of Company Option or Shares. In the event\nParent exercises its rights under this Section 7, Company shall, within ten\nbusiness days of the Notice Date, pay the required amount (the \"Repurchase\nPrice\") to Parent in immediately available funds and Parent shall surrender to\nCompany the Company Option or the certificates evidencing the Company Shares\npurchased by Parent pursuant thereto, and Parent shall represent and warrant\nthat it owns such shares and that such shares are then free and clear of all\nliens, claims, charges and encumbrances of any kind or nature whatsoever, other\nthan any of the same created by Company or its affiliates.\n\n            (c) Payment Restrictions. To the extent that Company is prohibited\nunder applicable law or regulation, or as a consequence of administrative\npolicy, from repurchasing the Company Option and \/or Shares in full, Company\nshall immediately so notify Parent and thereafter deliver or cause to be\ndelivered, from time to time, to Parent the portion of the Repurchase Price that\nit is no longer prohibited from delivering, within five business days after the\ndate on which Company is no longer so prohibited; provided that, if Company at\nany time after delivery of a notice of repurchase pursuant to Section 7(a) is\nprohibited under applicable law or regulation, or as a consequence of\nadministrative policy, from delivering to Parent the Repurchase Price in full\n(and Company hereby undertakes to use its reasonable best efforts to obtain all\nrequired regulatory and legal approvals and to file any required notices as\npromptly as practicable in order to accomplish such repurchase), Parent may\nrevoke its notice of the Put whether in whole or to the extent of the\nprohibition, whereupon, in the latter case, Company shall promptly (1) deliver\nto Parent that portion of the Repurchase Price that Company is not prohibited\nfrom delivering and (2) deliver to Parent as appropriate, (A) a new Agreement\nevidencing the right of Parent to purchase that number of shares of Common Stock\nobtained by multiplying the number of shares of Common Stock for which the\nsurrendered Agreement was exercisable at the time of delivery of the notice of\nrepurchase by a fraction, the numerator of which is the Repurchase Price less\nthe portion thereof theretofore delivered to Parent and the denominator of which\nis the Repurchase Price, and\/or (B) to Parent, a certificate for the Company\nShares it is then so prohibited from repurchasing.\n\n            8. Registration Rights.\n\n\n                                      B-5\n\n\n\n            (a) Following any exercise of the Company Option, Parent may by\nwritten notice (the \"Registration Notice\") to Company request Company to\nregister under the Securities Act all or any part of the shares of Company\nCommon Stock acquired pursuant to this Agreement, including any voting\nsecurities issued by way of dividend, distribution or otherwise in respect\nthereof (the \"Restricted Shares\"), beneficially owned by Parent (the\n\"Registrable Securities\") in order to permit the sale or other distribution of\nsuch Registrable Securities, including pursuant to a firm commitment\nunderwritten public offering; provided, however, that any such Registration\nNotice must relate to a number of shares equal to at least 4% of the outstanding\nshares of Company Common Stock and that any rights to require registration\nhereunder shall terminate with respect to any Shares that may be sold in any\n90-day period pursuant to Rule 144 under the Securities Act. The Registration\nNotice shall include a certificate executed by Parent and its proposed managing\nunderwriter, which underwriter shall be an investment banking firm of nationally\nrecognized standing and reasonably acceptable to Company (the \"Manager\"),\nstating that Manager in good faith believes that, based on the then prevailing\nmarket conditions, it will be able to sell the Registrable Securities at a per\nshare price equal to at least 70% of the Fair Market Value of such shares. For\npurposes of this Section 8, the term \"Fair Market Value\" shall mean the per\nshare average of the closing sale prices of Company's Common Stock on the Nasdaq\nNational Market for the twenty (20) trading days immediately preceding the date\nof the Registration Notice.\n\n            (b) Company shall use commercially reasonable efforts to effect, as\npromptly as practicable, the registration under the Securities Act of the\nunpurchased Registrable Securities; provided, however, that (i) Parent shall not\nbe entitled to more than two effective registration statements hereunder and\n(ii) Company will not be required to file any such registration statement during\nany period of time (not to exceed 40 days after such request in the case of\nclause (A) below or 90 days in the case of clauses (B) and (C) below) when (A)\nCompany is in possession of material non-public information which it reasonably\nbelieves would be detrimental to be disclosed at such time and, based on\nconsultation with counsel to Company, such information would have to be\ndisclosed if a registration statement were filed at that time; (B) Company is\nrequired under the Securities Act to include audited financial statements for\nany period in such registration statement and such financial statements are not\nyet available for inclusion in such registration statement; or (C) Company\ndetermines, in its reasonable good faith judgment, that such registration would\ninterfere with any financing, acquisition or other material transaction\ninvolving Company or any of its affiliates. If consummation of the sale of any\nRegistrable Securities pursuant to a registration hereunder does not occur\nwithin 180 days after the filing with the SEC of the initial registration\nstatement, then such registration shall not be taken into account as an\neffective registration for purposes of clause (i) above. Company shall use\ncommercially reasonable efforts to cause any Registrable Securities registered\npursuant to this Section 8 to be qualified for sale under the securities or Blue\nSky laws of such jurisdictions as Parent may reasonably request and shall\ncontinue such registration or qualification in effect in such jurisdiction;\nprovided, however, that Company shall not be required to qualify to do business\nin, or consent to general service of process in, any jurisdiction by reason of\nthis provision.\n\n            (c) The registration rights set forth in this Section 8 are subject\nto the condition that Parent shall provide Company with such information with\nrespect to Parent's Registrable Securities, the plans for the distribution\nthereof, and such other information with \n\n\n                                      B-6\n\n\n\nrespect to Parent as, in the reasonable judgment of counsel for Company, is\nnecessary to enable Company to include in such registration statement all\nmaterial facts required to be disclosed with respect to a registration\nthereunder.\n\n            (d) If Company securities of the same type as the Registrable\nSecurities are then authorized for quotation or trading or listing on the New\nYork Stock Exchange, the Nasdaq National Market, or any other securities\nexchange or automated quotations system, Company, upon the request of Parent,\nshall promptly file an application, if required, to authorize for quotation,\ntrading or listing the shares of Registrable Securities on such exchange or\nsystem and will use its reasonable best efforts to obtain approval, if required,\nof such quotation, trading or listing as soon as practicable.\n\n            (e) A registration effected under this Section 8 shall be effected\nat Company's expense, except for underwriting discounts and commissions and fees\nand expenses of counsel to Parent, and Company shall provide to the underwriters\nsuch documentation (including certificates, opinions of counsel and \"comfort\"\nletters from auditors) as are customary in connection with underwritten public\nofferings as such underwriters may reasonably require. In connection with any\nsuch registration, the parties agree (i) to indemnify each other and the\nunderwriters in the customary manner and (ii) to enter into an underwriting\nagreement in form and substance customary for transactions of the type\ncontemplated hereby with the Manager and the other underwriters participating in\nsuch offering.\n\n            9. Adjustment Upon Changes in Capitalization.\n\n            (a) In the event of any change in Company Common Stock by reason of\nstock dividends, splits, mergers (other than the Merger), recapitalizations,\ncombinations, exchange of shares or the like, the type and number of shares or\nsecurities subject to the Company Option, and the Exercise Price per share,\nshall be adjusted appropriately, and proper provision shall be made in the\nagreements governing such transaction so that Parent shall receive, upon\nexercise of the Company Option, the number and class of shares or other\nsecurities or property that Parent would have received in respect of the Company\nCommon Stock if the Company Option had been exercised immediately prior to such\nevent or the record date therefor, as applicable. If additional shares of\nCompany Common Stock are issued after the date of this Agreement (other than\npursuant to an event described in the first sentence of this Section 9(a)), the\nnumber of shares of Company Common Stock subject to the Company Option will be\nadjusted so that it equals 19.99% of the number of shares of Company Common\nStock then issued and outstanding, without giving effect to any shares subject\nto or issued pursuant to the Company Option.\n\n            (b) In the event that Company shall enter in an agreement: (i) to\nconsolidate with or merge into any person, other than Parent or any of its\nSubsidiaries, and shall not be the continuing or surviving corporation of such\nconsolidation or merger; (ii) to permit any person, other than Parent or one of\nits subsidiaries, to merge into Company and Company shall be the continuing or\nsurviving corporation, but, in connection with such merger, the then-outstanding\nshares of Company Common Stock shall be changed into or exchanged for stock or\nother securities of Company or any other person or cash or any other property or\nthe outstanding shares of Company Common Stock immediately prior to such merger\nshall after such merger represent less than 50% of the outstanding shares and\nshare equivalents of the merged company; or (iii) to sell or otherwise transfer\nall or substantially all of its assets to any person, other than\n\n\n                                      B-7\n\n\n\nParent or any of its Subsidiaries, then, and in each such case, the agreement\ngoverning such transaction shall make proper provision so that upon the\nconsummation of any such transaction and upon the terms and conditions set forth\nherein, Parent shall receive for each Company Share with respect to which the\nCompany Option has not been exercised an amount of consideration in the form of\nand equal to the per share amount of consideration that would be received by the\nholder of one share of Company Common Stock less the Exercise Price (and, in the\nevent of an election or similar arrangement with respect to the type of\nconsideration to be received by the holders of Company Common Stock, subject to\nthe foregoing, proper provision shall be made so that the holder of the Company\nOption would have the same election or similar rights as would the holder of the\nnumber of shares of Company Common Stock for which the Company Option is then\nexercisable).\n\n            10. Restrictive Legends. Each certificate representing shares of\nCompany Common Stock issued to Parent hereunder shall, to the extent applicable,\ninclude a legend in substantially the following form:\n\n            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN\nREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR\nSOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS\nAVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON\nTRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT, DATED AS OF JUNE 13, 1999,\nA COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER.\n\n            11. Binding Effect; No Assignment. This Agreement shall be binding\nupon and inure to the benefit of the parties hereto and their respective\nsuccessors and permitted assigns. Neither this Agreement nor the rights or the\nobligations of either party hereto are assignable, except by operation of law,\nor with the written consent of the other party. Nothing contained in this\nAgreement, express or implied, is intended to confer upon any person other than\nthe parties hereto and their respective permitted assigns any rights or remedies\nof any nature whatsoever by reason of this Agreement. Any Restricted Shares sold\nby Parent in compliance with the provisions of Section 8 shall, upon\nconsummation of such sale, be free of the restrictions imposed with respect to\nsuch shares by this Agreement, and any transferee of such shares shall not be\nentitled to the rights of Parent. Certificates representing shares sold in a\nregistered public offering pursuant to Section 8 shall not be required to bear\nthe legend set forth in Section 10.\n\n            12. Specific Performance. The parties recognize and agree that if\nfor any reason any of the provisions of this Agreement are not performed in\naccordance with their specific terms or are otherwise breached, immediate and\nirreparable harm or injury would be caused for which money damages would not be\nan adequate remedy. Accordingly, each party agrees that, in addition to other\nremedies, the other party shall be entitled to an injunction restraining any\nviolation or threatened violation of the provisions of this Agreement. In the\nevent that any action should be brought in equity to enforce the provisions of\nthis Agreement, neither party will allege, and each party hereby waives the\ndefense, that there is an adequate remedy at law.\n\n            13. Entire Agreement. This Agreement and the Merger Agreement\n(including the Company Disclosure Schedule and the Parent Disclosure Schedule\nrelating thereto) \n\n\n                                      B-8\n\n\n\nconstitute the entire agreement among the parties with respect to the subject\nmatter hereof and supersede all other prior agreements and understandings, both\nwritten and oral, among the parties or any of them with respect to the subject\nmatter hereof.\n\n            14. Further Assurance. Each party will execute and deliver all such\nfurther documents and instruments and take all such further action as may be\nnecessary in order to consummate the transactions contemplated hereby.\n\n            15. Validity. The invalidity or unenforceability of any provision of\nthis Agreement shall not affect the validity or enforceability of the other\nprovisions of this Agreement, which shall remain in full force and effect. In\nthe event any court or other competent authority holds any provision of this\nAgreement to be null, void or unenforceable, the parties hereto shall negotiate\nin good faith the execution and delivery of an amendment to this Agreement in\norder, as nearly as possible, to effectuate, to the extent permitted by law, the\nintent of the parties hereto with respect to such provision. Each party agrees\nthat, should any court or other competent authority hold any provision of this\nAgreement or part hereof to be null, void or unenforceable, or order any party\nto take any action inconsistent herewith, or not take any action required\nherein, the other party shall not be entitled to specific performance of such\nprovision or part hereof or to any other remedy, including but not limited to\nmoney damages, for breach hereof or of any other provision of this Agreement or\npart hereof as the result of such holding or order.\n\n            16. Notices. Any notice or communication required or permitted\nhereunder shall be in writing and either delivered personally, telegraphed or\ntelecopied or sent by certified or registered mail, postage prepaid, and shall\nbe deemed to be given, dated and received when so delivered personally,\ntelegraphed or telecopied or, if mailed, five business days after the date of\nmailing to the following address or telecopy number, or to such other address or\naddresses as such person may subsequently designate by notice given hereunder.\n\n      B. if to Parent or Merger Sub, to:\n\n                        DoubleClick Inc.\n                        41 Madison Avenue\n                        New York, NY 10010\n                        Attention: General Counsel\n                        Facsimile No.: (212) 889-0029\n\n                        with a copy to:\n                        \n                        Brobeck, Phleger &amp; Harrison LLP\n                        1633 Broadway, 47th Floor\n                        New York, NY 10019\n                        Attention: Alexander D. Lynch, Esq.\n                        Facsimile No.: (212) 586-7878\n\n\n                                      B-9\n\n\n\n                        and\n\n                        Brobeck, Phleger &amp; Harrison LLP\n                        Spear Street Tower\n                        One Market\n                        San Francisco, CA 94105\n                        Attention: Steve L. Camahort, Esq.\n                        Facsimile No.: (415) 442-1010\n\n      C. if to Company, to:\n\n                        Abacus Direct Corporation\n                        8774 Yates Drive\n                        Westminster, CO 80030\n                        Attention: W. Anthony White\n                        Facsimile No.: (212) 698-8855\n\n                        with a copy to:\n\n                        Kane Kessler, P.C.\n                        1350 Avenue of the Americas\n                        New York, NY 10019\n                        Attention: Robert L. Lawrence, Esq.\n                        Facsimile No.: (212) 245-3009\n\n            17. Governing Law. This Agreement shall be governed by and construed\nin accordance with the laws of the State of Delaware applicable to agreements\nmade and to be performed entirely within such State without regard to any\napplicable conflicts of law rules.\n\n            18. Descriptive Headings. The descriptive headings herein are\ninserted for convenience of reference only and are not intended to be part of or\nto affect the meaning or interpretation of this Agreement.\n\n            19. Counterparts. This Agreement may be executed in counterparts,\neach of which shall be deemed to be an original, but all of which, taken\ntogether, shall constitute one and the same instrument.\n\n            20. Expenses. Except as otherwise expressly provided herein or in\nthe Merger Agreement, all costs and expenses incurred in connection with the\ntransactions contemplated by this Agreement shall be paid by the party incurring\nsuch expenses.\n\n            21. Amendments; Waiver. This Agreement may be amended by the parties\nhereto and the terms and conditions hereof may be waived only by an instrument\nin writing signed on behalf of each of the parties hereto, or, in the case of a\nwaiver, by an instrument signed on behalf of the party waiving compliance.\n\n\n                                      B-10\n\n\n\n            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe executed by their respective duly authorized officers as of the date first\nabove written.\n\n\n                                       DOUBLECLICK INC.\n\n                                       By:______________________________________\n                                          Name:\n                                          Title:\n\n\n                                       ABACUS DIRECT CORPORATION\n\n                                       By:______________________________________\n                                          Name:\n                                          Title:\n\n                       SIGNATURE PAGE TO OPTION AGREEMENT\n\n\n\n\n                                     ANNEX C\n\n                       FORM OF COMPANY AFFILIATE AGREEMENT\n\n                                  June 13, 1999\n\nDoubleClick Inc.\n41 Madison Avenue, 32nd Floor\nNew York, NY 10010\n\nLadies and Gentlemen:\n\n            Pursuant to the terms of an Agreement and Plan of Merger and\nReorganization, dated as of June 13, 1999 (the \"Merger Agreement\"), by and among\nDoubleClick Inc., a Delaware corporation (\"Parent\"), Atlanta Merger Corp., a\nDelaware corporation and a wholly owned subsidiary of Parent (\"Merger Sub\"), and\nAbacus Direct Corporation, a Delaware corporation (\"Company\"), Parent has agreed\nto acquire Company through the merger of Merger Sub with and into Company (the\n\"Transaction\").\n\n            The undersigned has been advised that as of the date hereof the\nundersigned may be deemed to be (but does not hereby admit to be) an \"affiliate\"\nof Company, as the term \"affiliate\" is (i) defined for purposes of paragraphs\n(c) and (d) of Rule 145 of the rules and regulations (the \"Rules and\nRegulations\") of the Securities and Exchange Commission (the \"SEC\") promulgated\nunder the Securities Act of 1933, as amended (the \"Securities Act\"), and\/or (ii)\nused in and for purposes of Accounting Series Releases 130, 135 and 146 and\nStaff Accounting Bulletin Two, as amended, of the SEC.\n\n            The undersigned understands that the representations, warranties and\ncovenants set forth herein will be relied upon by Parent, other stockholders of\nParent, Merger Sub, Company and their respective counsel and accounting firms.\nExcept to the extent written notification to the contrary is received by Parent\nfrom the undersigned prior to the consummation of the Transaction, the\nrepresentations and warranties contained herein shall be accurate at all times\nfrom the date hereof through the Effective Time (as defined in the Merger\nAgreement).\n\n\n                                      C-1\n\n\n\n            The undersigned hereby represents and warrants to and agrees with\nParent that in the event the undersigned receives any shares of Parent Common\nStock as a result of the Transaction:\n\n            1. The undersigned has power and authority to execute and deliver\nthis letter agreement and to make the representations and warranties set forth\nherein and to perform [its] [his] [her] obligations hereunder;\n\n            2. The undersigned has carefully read this letter agreement and the\nMerger Agreement and, to the extent the undersigned felt necessary, discussed\nthe requirements of such documents and other applicable limitations upon [its]\n[his] [her] ability to sell, transfer, pledge or otherwise dispose of Parent\nCommon Stock with [its] [his] [her] counsel or counsel for the Company;\n\n            3. The undersigned is the owner of the number of shares of Parent\nCommon Stock (the \"Shares\") set forth below, and did not acquire any of the\nShares in contemplation of the Transaction.\n\n            4. The undersigned will not make any sale, transfer, pledge or other\ndisposition of Parent Common Stock (i) in violation of the Securities Act or the\nRules and Regulations or (ii) to a transferee that has not agreed in writing to\nbe bound hereby;\n\n            5. The undersigned has been advised that the issuance of Parent\nCommon Stock to the undersigned in connection with the Transaction has been or\nwill be registered with the Commission under the Securities Act on a\nRegistration Statement on Form S-4. However, the undersigned has also been\nadvised that, since at the time the Transaction was or will be submitted for a\nvote of the stockholders of the Company the undersigned may be deemed to be or\nhave been an affiliate of the Company and the distribution by the undersigned of\nany Parent Common Stock has not been registered under the Securities Act, the\nundersigned may not sell, transfer, or otherwise dispose of Parent Common Stock\nissued to [it] [him] [her] in the Transaction unless (i) such sale, transfer, or\nother disposition has been registered under the Securities Act, (ii) such sale,\ntransfer, or other disposition is made in conformity with the volume and other\nlimitations of Rule 145 or (iii) in the opinion of counsel reasonably acceptable\nto Parent, such sale, transfer, or other disposition is otherwise exempt from\nregistration under the Securities Act;\n\n            6. The undersigned understands that, except as provided in the\nMerger Agreement, Parent is under no obligation to register the sale, transfer,\nor other disposition of Parent Common Stock by the undersigned or on [its] [his]\n[her] behalf under the Securities Act or to take any other action necessary in\norder to make compliance with an exemption from such registration available;\n\n            7. The undersigned also understands that Parent may impose stop\ntransfer instructions or elect to not permit the transfer of shares of Parent\nCommon Stock or the issuance of a new certificate representing such shares\nunless and until such a transfer can be made without adversely affecting the\nability of Parent or the surviving corporation to account for the business\ncombination to be effected by the Transaction as a pooling of interests, and\nthat there will be \n\n\n                                      C-2\n\n\n\nplaced on the certificates for Parent Common Stock issued to [it] [him] [her],\nor any substitutions therefor, a legend stating in substance:\n\n                  \"THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A\n            TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT\n            OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS\n            CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF\n            AN AGREEMENT DATED JUNE 13, 1999 BETWEEN THE REGISTERED HOLDER\n            HEREOF AND PARENT, A COPY OF WHICH AGREEMENT IS ON FILE AT THE\n            PRINCIPAL OFFICES OF PARENT;\n\n            8. The undersigned also understands that, unless the sale, transfer,\nor other disposition by [it] [him] [her] of Parent Common Stock issued to [it]\n[him] [her] has been registered under the Securities Act or is a sale made in\nconformity with the provisions of Rule 145, Parent reserves the right to put the\nfollowing legend on the certificates issued to any transferee of the\nundersigned:\n\n                  \"THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ACQUIRED\n            FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH\n            RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,\n            APPLIES, AND WERE NOT ACQUIRED BY THE HOLDER WITH A VIEW TO\n            TRANSFER, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF\n            WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED. THE\n            SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED\n            UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE\n            SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF,\n            UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION\n            WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF\n            1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS\n            EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND\n            REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES\n            LAWS\";\n\n            9. Any other provisions of this letter agreement to the contrary\nnotwithstanding, except as set forth below, during the 30-day period immediately\npreceding the Effective Time, the undersigned has not engaged and will not\nengage, and after the Effective Time until such time as results covering at\nleast 30 days of combined operations of the Company and Parent have been\npublished by Parent, in the form of a quarterly earnings report, an effective\nregistration statement filed with the Commission, a report to the Commission on\nForm 10-K, 10-Q, or 8-K, or any other public filing or announcement which\nincludes such combined results of operations (the period commencing 30 days\nprior to the Effective Time and ending on the date \n\n\n                                      C-3\n\n\n\nof the publication of the post-Transaction financial results is referred to\nherein as the \"Pooling Period\"), the undersigned will not engage, in any sale,\ntransfer, or other disposition of, or reduce the undersigned's risk in respect\nof, any of the following:\n\n                        a. any shares of Parent Common Stock which the\n      undersigned may acquire in connection with the Transaction, or any\n      securities which may be paid as a dividend or otherwise distributed\n      thereon or with respect thereto or issued or delivered in exchange or\n      substitution therefore (all such shares and other securities being\n      referred to herein, collectively, as \"Restricted Securities\"), or any\n      option, right or other interest with respect to any Restricted Securities;\n\n                        b. the shares of Company Common Stock and options or\n      warrants to purchase Company Common Stock beneficially owned by the\n      undersigned; or\n\n                        c. any shares of Company Common Stock or any other\n      equity securities of the Company which the undersigned purchases or\n      otherwise acquires after the execution of this letter agreement;\n\n            10. As promptly as practicable after the Effective Time, Parent will\npublish results covering at least 30 days of combined operations of the Company\nand Parent in the form of a quarterly earnings report, an effective registration\nstatement filed with the Commission, a report to the Commission on Form 10-K,\n10-Q, 8-K, or any other public filing or announcement which includes such\ncombined results of operations; provided, however, that Parent will under no\ncircumstance be obligated to publish such results earlier than that time at\nwhich Parent publishes results for its first full fiscal quarter during which\nsuch 30 days of combined operations occurs.\n\n            11. This Parent Affiliate Agreement shall be governed by and\nconstrued and enforced in accordance with the internal laws of the Sate of\nDelaware without giving effect to the principles of conflicts of laws thereof\nand may be executed in counterparts.\n\n                            (Signature Page Follows)\n\n\n                                      C-4\n\n\n\n                                    Very truly yours,\n\n                                    ____________________________________________\n\n                                    ____________________________________________\n                                                   (print name)\n\n                                    Number of Shares beneficially owned as of\n                                    the date hereof:\n\n                                    ____________________________________________\n\n\nAccepted as of June 13, 1999\n\nDOUBLECLICK INC.\n\nBy:_______________________________\n\nName:_____________________________\n\nTitle:____________________________\n\n\n                 SIGNATURE PAGE TO COMPANY AFFILIATE AGREEMENT\n\n\n\n\n                                     ANNEX D\n\n                       FORM OF PARENT AFFILIATE AGREEMENT\n\n                                  June 13, 1999\n\nDoubleClick Inc.\n41 Madison Avenue, 32nd Floor\nNew York, NY 10010\n\nLadies and Gentlemen:\n\n            Pursuant to the terms of an Agreement and Plan of Merger and\nReorganization, dated as of June 13, 1999 (the \"Merger Agreement\"), by and among\nDoubleClick Inc., a Delaware corporation (\"Parent\"), Atlanta Merger Corp., a\nDelaware corporation and a wholly owned subsidiary of Parent (\"Merger Sub\"), and\nAbacus Direct Corporation, a Delaware corporation (\"Company\"), Parent has agreed\nto acquire Company through the merger of Merger Sub with and into Company (the\n\"Transaction\").\n\n            The undersigned has been advised that as of the date hereof the\nundersigned may be deemed to be (but does not hereby admit to be) an \"affiliate\"\nof Parent, as the term \"affiliate\" is used in and for purposes of Accounting\nSeries Releases 130, 135 and 146 and Staff Accounting Bulletin Two, as amended,\nof the SEC.\n\n            The undersigned understands that the representations, warranties and\ncovenants set forth herein will be relied upon by Parent, other stockholders of\nParent, Merger Sub, Company and their respective counsel and accounting firms.\nExcept to the extent written notification to the contrary is received by Parent\nfrom the undersigned prior to the consummation of the Transaction, the\nrepresentations and warranties contained herein shall be accurate at all times\nfrom the date hereof through the Effective Time (as defined in the Merger\nAgreement).\n\n            The undersigned represents and warrants to, and agrees with, Parent\nthat:\n\n            1. The undersigned has full power and legal capacity to execute and\ndeliver this Parent Affiliate Agreement and to make the representations and\nwarranties herein and to perform his, her or its obligations hereunder.\n\n            2. The undersigned has carefully read this Parent Affiliate\nAgreement and the Merger Agreement and discussed their requirements and other\napplicable limitations upon the ability of the undersigned to sell, transfer or\notherwise dispose of shares of Parent's common \n\n\n                                      D-1\n\n\n\nstock, par value $.001 per share (\"Parent Common Stock\"), to the extent the\nundersigned felt necessary, with counsel for the undersigned or counsel for\nParent.\n\n            3. The undersigned is the owner of the number of shares of Parent\nCommon Stock (the \"Shares\") set forth below, and did not acquire any of the\nShares in contemplation of the Transaction.\n\n            4. During the period commencing 30 days prior to the closing of the\nTransaction and ending at such time as results covering at least 30 days of\ncombined operations of Company and Parent have been published by Parent, in the\nform of a quarterly earnings report, an effective registration statement filed\nwith the SEC, a report to the SEC on Form 10-K, 10-Q or 8-K or any other public\nfiling or announcement that includes such combined results of operations (the\ndate of which is referred to herein as the \"Financial Results Publication\nDate\"), the undersigned has not and will not sell, transfer or otherwise dispose\nof, or offer or agree to sell, transfer or otherwise dispose of, or in any other\nway reduce the risk of the undersigned's ownership of or investment in, any\nshares of Parent Common Stock which the undersigned currently owns or purchases\nor otherwise acquires after the execution of this Parent Affiliate Agreement but\nbefore the Financial Results Publication Date, or any securities which may be\npaid as a dividend or otherwise distributed thereon or with respect thereto or\nissued or delivered in exchange or substitution therefor (all such shares and\nother securities being referred to herein, collectively, as \"Restricted\nSecurities\"), or any option, right or other interest with respect to any\nRestricted Securities. \n\n            5. This Parent Affiliate Agreement shall be governed by and\nconstrued and enforced in accordance with the internal laws of the Sate of\nDelaware without giving effect to the principles of conflicts of laws thereof\nand may be executed in counterparts.\n\n                            (Signature Page Follows)\n\n\n                                      D-2\n\n\n\n                                    Very truly yours,\n\n                                    ____________________________________________\n\n                                    ____________________________________________\n                                                   (print name)\n\n                                    Number of Shares beneficially owned as of\n                                    the date hereof:\n\n                                    ____________________________________________\n\n\nAccepted as of June 13, 1999\n\nDOUBLECLICK INC.\n\n\nBy:_______________________________\nName:_____________________________\nTitle:____________________________\n\n\n                 SIGNATURE PAGE TO COMPANY AFFILIATE AGREEMENT\n\n\n\n\n                                                                         ANNEX E\n\n                              EMPLOYMENT AGREEMENT\n\n            EMPLOYMENT AGREEMENT dated as of __________, _____ (the \"Agreement\")\nby and between DOUBLECLICK INC., a Delaware corporation with principal offices\nlocated at 41 Madison Avenue, New York, New York (\"DoubleClick\"), and ABACUS\nDIRECT CORPORATION, a Delaware corporation (the \"Corporation\"), and __________\nhaving an address at ________________________________ (\"Executive\").\n\n                              W I T N E S S E T H:\n\n            WHEREAS, Executive has been employed by the Corporation as its\n_____________ pursuant to an employment agreement dated ____________, as amended\n(the \"199_Agreement\"); and\n\n            WHEREAS, the Corporation has entered into an Agreement and Plan of\nMerger and Reorganization dated as of June 13, 1999 with DoubleClick and Atlanta\nMerger Corp. the \"Merger Agreement\") whereby the Corporation shall become a\nwholly-owned subsidiary of DoubleClick (the \"Merger\"); and\n\n            WHEREAS, the Executive's continuing services are necessary to\nmaintain the value of the Corporation after the Merger; and\n\n            WHEREAS, this Agreement shall supersede and replace the 199_\nAgreement.\n\n            NOW, THEREFORE, in consideration of the mutual covenants and\nagreements hereinafter set forth, and intending to be legally bound hereby, the\nCorporation and Executive hereby agree as follows:\n\n            1. Employment.\n\n            (a) Subject to the terms and conditions set forth in this Agreement,\nthe Corporation offers and the Executive hereby accepts employment, effective as\nof the Effective Time of the Merger (the \"Commencement Date\").\n\n            (b) The Corporation hereby employs Executive as ____________\nreporting directly to __________, or his successor. Executive shall be\nresponsible for _______________, and shall have various management\nresponsibilities and duties consistent with his executive position and of such\nnature as are usually associated with his office as may be designated from time\nto time by the Board of Directors of the Corporation.\n\n            (c) Executive shall faithfully and diligently discharge his duties\nhereunder and use his best efforts to implement the policies established by the\nBoard of Directors of the Corporation. Executive agrees to devote substantially\nall of his time and attention to the rendering of services hereunder.\n\n\n\n\n            2. Compensation.\n\n            (a) During the Term of Executive's employment hereunder, the\nCorporation shall cause Executive to receive a base annual salary in the amount\nof ____________ Dollars ($_______). Such base salary, as from time to time\nincreased, is hereafter referred to as the \"Base Salary\". The Base Salary shall\nbe payable in accordance with the present payroll practices of the Corporation.\nIn addition, Executive may receive such additional compensation (in the form of\nbonuses, etc.) that the Corporation's Board of Directors (the \"Board\") shall, in\nthe exercise of its good faith and reasonable discretion, determine.\n\n            (b) In addition to the salary described in Section 2(a) above, for\neach fiscal or partial fiscal year of the Corporation during the Term hereof,\nExecutive shall be eligible to receive incentive compensation and sales\ncommissions as may be established by the Board of Directors of the Corporation\npredicated upon successful accomplishment of annual business related performance\ngoals for the Corporation.\n\n            (c) The parties intend that, on or about the Effective Time,\nDoubleClick shall grant Executive stock options pursuant to its 1997 Stock\nIncentive Plan, as amended, under terms and at a level reasonable in light of\nExecutive's duties and responsibilities and comparable with existing\narrangements with his peer executives at the Corporation and DoubleClick\n\n            3. Benefits, Etc. Executive shall be entitled to receive such fringe\nbenefits normally provided by the Corporation to executives in his position\n(including disability coverage, vacation, sick leave, medical and dental\ninsurance, life insurance, participation in the Corporation's 401(k) Plan,\nincentive compensation plans and other benefits generally available to senior\nexecutives of the Corporation at any time during the term of this Agreement).\n\n            4. Term. Subject to earlier termination as hereinafter provided, the\noriginal term of this Agreement shall commence on the Commencement Date and\nshall continue in effect for a one (1) year period ending on the first\nanniversary of the Commencement Date. The parties intend to negotiate in good\nfaith towards an agreement regarding terms and conditions of Executive's\nemployment with the Corporation continuing after the Term, it being anticipated\nthat Executive shall be offered employment terms consistent with DoubleClick's\npolicies and practices applicable to its executives.\n\n            5. Termination by The Corporation. The Corporation shall have the\nright to terminate this Agreement for \"Disability\", \"Cause\" or without \"Cause\".\n\n            (a) Disability. If, as a result of Executive's incapacity due to\nphysical or mental illness, Executive shall have been absent from his duties\nwith the Corporation on a full-time basis for three (3) consecutive months or an\naggregate of one hundred twenty (120) days in any twelve (12) month period, and\nwithin thirty (30) days after written notice of termination is given, Executive\nshall not have returned to the full time performance of Executive's duties, the\nCorporation may terminate Executive's employment by reason of his \"Disability.\"\n\n\n                                       2\n\n\n\n            (b) Cause. Termination by the Corporation of Executive' s employment\nfor \"Cause\" shall mean termination as a result of: (i) breach by Executive of\nany material provision of this Agreement; (ii) gross negligence or willful\nmisconduct of Executive in connection with the performance of his duties under\nthis Agreement, or Executive's willful refusal to perform any of his material\nduties or responsibilities required pursuant to this Agreement; (iii)\nExecutive's misappropriation for personal use of assets or business\nopportunities of the Corporation; (iv) Executive's embezzlement of the Company's\nfunds or property, or fraud on the part of Executive; or (v) Executive's\nconviction of any Felony.\n\n      6. Termination by Executive. (a) Executive shall be entitled to terminate\nhis employment (i) in the event that the Corporation materially breaches any of\nits obligations hereunder and such breach continues for thirty (30) days after\nthe Corporation receives written notice from Executive of such breach or (b) if\nthere is a \"change in control\" of the Corporation.\n\n            For purposes of this Agreement, a \"change in control\" of the\nCorporation shall be deemed to have occurred if (a) any \"Person\" (as such term\nis used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as\namended (the \"Exchange Act\")) is or becomes the \"beneficial owner\" (as defined\nin Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of\nthe Corporation representing forty percent (40%) or more of the combined voting\npower of the Corporation's then outstanding securities; or (b) the Board of\nDirectors of the Corporation shall approve a sale of all or substantially all\nthe assets of the Corporation unless the Executive is a member of the Board of\nDirectors who affirmatively votes in favor of such sale transaction giving rise\nto the \"change in control\".\n\n            In the event that Executive becomes entitled to terminate his\nemployment hereunder by reason of the occurrence of a \"change in control\" of the\nCorporation or for any reason other than a \"change in control\", Executive shall\nbe entitled to terminate his employment immediately after the occurrence of the\nevent giving rise to such right, which right shall continue for a period of four\n(4) months from the date of such occurrence. The Merger shall be considered a\n\"change in control\" for purposes of this paragraph and paragraph 9 only if\nDoubleClick breaches its obligations under Section 2(c) above.\n\n      7. Notice of Termination. Any purported termination by the Corporation or\nby Executive shall be communicated by written Notice of Termination to the other\nparty hereto in accordance with Section 13 hereof. For purposes of this\nAgreement, a \"Notice of Termination\" shall mean a notice which shall indicate\nthe specific termination provision in this Agreement relied upon and shall set\nforth in reasonable detail the facts and circumstances claimed to provide a\nbasis for termination of Executive's employment under the provision so\nindicated.\n\n      8. Date of Termination, Etc. \"Date of Termination\" shall mean (a) if\nExecutive's employment is terminated by the Corporation for Cause, the date\nspecified in the Notice of Termination, which date shall be no earlier than the\ndate of such Notice; (b) if Executive's employment is terminated by the\nCorporation for Disability, thirty (30) days after Notice of Termination is\ngiven (provided that Executive shall not have returned to the performance of his\nduties an a full-time basis during such thirty (30) day period); (c) if\nExecutive's employment is terminated by the Corporation without Cause, the date\nspecified in the Notice of Termination, which date shall be no earlier than the\ndate that such notice is deemed given; (d) if Executive's \n\n\n                                       3\n\n\n\nemployment is terminated by Executive for any of the reasons specified in\nSection 6, such date as Executive shall specify in Executive's Notice of\nTermination, which date shall be no less than thirty (30) days after such Notice\nof Termination is given.\n\n      9. Compensation Upon Termination, During Disability, Death or in the Event\nof a Change in Control.\n\n      (a) In addition to any benefits to which Executive is entitled under any\ninsurance program or pension or benefit plan then in effect, or any stock plan\nor restricted stock agreement, in lieu of all other payments of salary or other\ncompensation to which Executive would otherwise be entitled hereunder, Executive\nshall be entitled to the following (and, if terminated for any reason\nwhatsoever, shall in no event be entitled to receive salary for the balance of\nthe remaining Term):\n\n                  (i) If Executive's employment shall be terminated for Cause,\n                  the Corporation shall pay his full Base Salary through the\n                  Date of Termination at the rate in effect at the time Notice\n                  of Termination is given and the Corporation shall have no\n                  further obligations to Executive under this Agreement unless\n                  it shall be finally determined by a court of competent\n                  jurisdiction that such purported termination for Cause was not\n                  justified or was inappropriate in the circumstances.\n\n                  (ii) If Executive's employment with the Corporation shall be\n                  terminated other than in anticipation of or in connection with\n                  a \"change in control\" (A) by the Corporation without Cause,\n                  (B) by Executive for any of the reasons specified in clause\n                  (a) of the first paragraph of Section 6 hereof, or (C) at the\n                  expiration of this Agreement by virtue of it not being\n                  renewed, in lieu of any further salary payments to Executive\n                  for periods subsequent to the Date of Termination (including\n                  any payments relating to any bonus or incentive compensation),\n                  Executive shall be entitled to receive a severance payment in\n                  an amount equal to twelve (12) months of the Base Salary then\n                  in effect and incentive compensation, if earned, on a pro-rata\n                  basis, which severance shall be paid either in accordance with\n                  the Corporation's customary payroll practices or in a lump\n                  sum, upon expiration of such term, as Executive may elect,\n                  subject, in either case, to normal payroll deductions.\n\n                  (iii) If Executive's employment with the Corporation shall be\n                  terminated by Executive or by the Corporation upon or within\n                  four (4) months following a \"change in control\" pursuant to\n                  clause (b) of the first paragraph of Section 6 hereof, then\n                  Executive shall be entitled to the benefits provided below:\n\n                              (A) the Corporation shall pay Executive his full\n                              Base Salary through the Date of Termination at the\n                              rate in effect at the time Notice of Termination\n                              is given;\n\n\n                                       4\n\n\n\n                              (B) In lieu of any further salary payments to\n                              Executive for periods subsequent to the Date of\n                              Termination (including any payments relating to\n                              any bonus or incentive compensation), the\n                              Corporation shall pay, as severance pay to\n                              Executive, not later than the fifth (5th) day\n                              following the Date of Termination, a lump-sum\n                              severance payment in an amount equal to ______\n                              months of the Base Salary then in effect.\n\n            (b) For a twelve (12) month period after such termination, other\nthan for Cause, the Corporation shall arrange to provide Executive and, to the\nextent practicable, his family with life, disability and health insurance\nbenefits substantially similar to those which Executive is receiving immediately\nprior to the Notice of Termination.\n\n      10. Intellectual Property Rights. All rights in inventions, designs and\nintellectual property (including, without limitation, in patents, copyrights,\ntrade marks, registered designs, design rights and know-how) to which Executive\nmay become entitled by reason of activities in the course of Executive's\nemployment shall vest automatically in the Corporation and Executive shall, at\nthe request and expense of the Corporation, provide the corporation with all\ninformation, drawings and documents requested by the corporation and execute\nsuch documents and do such things as may be required by the Corporation to\nevidence such vesting. The provisions of this Section 10 shall survive the\ntermination of this Agreement.\n\n      11. Non-Competition and Non-Disclosure. The parties hereto each\nacknowledge and agree that, concurrently with this Agreement, they enter into a\nNon-competition and Non-disclosure Agreement (\"Non-Disclosure Agreement\") and\nthat such Non-Disclosure and Non-Competition Agreement shall remain in full\nforce and effect throughout the Term hereof and shall survive the termination of\nthis Agreement. A copy of the Non-Disclosure Agreement is attached hereto as\nExhibit A. Executive acknowledges that the provisions of the Non-Disclosure\nAgreement are fair and reasonable and necessary to protect the good will and\ninterest of the Corporation and its subsidiaries and shall constitute separate\nand severable undertakings given for the benefit of each of the Corporation and\neach subsidiary and may be enforced by the Corporation on behalf of any of them.\n\n      12. Successors; Binding Agreement.\n\n            (a) The Corporation will require any successor (whether direct or\nindirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business and\/or assets of the Corporation to expressly\nassume and agree to perform this Agreement in the manner and to the same extent\nthat the Corporation would be required to perform it if no such succession had\ntaken place. Failure of the Corporation to obtain such assumption and agreement\nprior to the effectiveness of any such succession shall be a breach of this\nAgreement, and for purposes of implementing the foregoing, the date on which any\nsuch succession becomes effective shall be deemed the Date of Termination. As\nused in this Agreement, \"the Corporation\" shall mean the Corporation as\nhereinbefore defined and any successor to its business and\/or assets, as\naforesaid, which assumes and agrees to perform this Agreement by operation of\nlaw, or otherwise.\n\n\n                                       5\n\n\n\n            (b) This Agreement shall inure to the benefit of and be enforceable\nby the Corporation, its successors and assigns, and by Executive, his personal\nor legal representatives, executors, administrators, successors, heirs,\ndistributees, devisees and legatees. If Executive should die all Base Salary and\nincentive compensation earned by Executive prior to his death, unless otherwise\nprovided herein, shall be paid in accordance with the terms of this Agreement to\nhis devisee, legatee or other designee or, if there is no such designee, to\nExecutive's estate.\n\n      13. Notice. For purposes of this Agreement, notices and all other\ncommunications provided for in the Agreement shall be in writing and shall be\ndeemed to have been duly given when delivered by hand, telecopied (receipt\nacknowledged) or mailed by United States registered mail, return receipt\nrequested, postage prepaid, addressed to the respective addresses set forth on\nthe first page of this Agreement, provided that all notices to the Corporation\nshall be directed to the attention of the Board with a copy to the Secretary of\nthe Corporation and to DoubleClick, or to such other address as either party may\nhave furnished to the other in writing in accordance herewith, except that\nnotice of change of address shall be effective only upon receipt.\n\n      14. Miscellaneous. All terms in this Agreement not specifically defined\nherein shall be defined as in the Merger Agreement. No provision of this\nAgreement may be modified, waived or discharged unless such waiver, modification\nor discharge is agreed to, in writing, and signed by Executive and such officer\nof the Corporation as may be specifically designated by the Board. No waiver by\neither party hereto at any time of any breach by the other party hereto of, or\ncompliance with, any condition or provision of this Agreement to be performed by\nsuch other party shall be deemed a waiver of similar or dissimilar provisions or\nconditions at the same or at any prior or subsequent time. No agreements or\nrepresentations, oral or otherwise, express or implied, with respect to the\nsubject matter hereof have been made by either party which are not expressly set\nforth in this Agreement. Each party acknowledges that the services to be\nrendered under this Agreement are unique and of extraordinary character, and in\nthe event of a breach by either party of any of the terms of this Agreement, the\nother party shall be entitled, if it so elects, to institute and prosecute\nproceedings in any court of competent jurisdiction, either at law or in equity,\nto obtain damages for any breach of the terms and provisions hereunder, to\nenforce specific performance by the breaching party of its obligations hereunder\nand to enjoin the breaching party from acting in violation of this Agreement.\nSuch remedies are in addition to those otherwise available at law or in equity\nto the Corporation. The validity, interpretation, construction and performance\nof this Agreement shall be governed by the internal laws of the State of New\nYork (other than the choice of law principles thereof).\n\n      15. Validity. The invalidity or unenforceability of any provision of this\nAgreement shall not affect the validity or enforceability of any other provision\nof this Agreement, which shall remain in full force and effect.\n\n      16. Counterparts. This Agreement may be executed in several counterparts,\neach of which shall be deemed to be an original but all of which together will\nconstitute one and the same instrument.\n\n      17. Prior Agreement. Upon the effectiveness of this Agreement, all prior\nagreements, including, but not limited to, the 199_ Agreement, between Executive\nand the Corporation will be terminated and of no further force and effect.\n\n\n                                       6\n\n\n\n\nIN WITNESS WHEREOF, the undersigned have executed and delivered this Employment\nAgreement on the date first above written.\n\n\n                                    DOUBLECLICK INC.\n\n                                    By:_________________________________________\n                                        Name:\n                                        Title:\n\n\n                                    ABACUS DIRECT CORPORATION\n\n                                    By:_________________________________________\n                                        Name:\n                                        Title:\n\n\n                                    EXECUTIVE\n\n                                    By:_________________________________________\n                                       Name: _________________\n\n\n                                       7\n\n\n\n\n                                    EXHIBIT A\n\n                            ABACUS DIRECT CORPORATION\n\n                  Non-Competition and Non-disclosure Agreement\n\n      This agreement is made this _____ day of __________, 1999, by and between\nAbacus Direct Corporation and its parents, subsidiaries and affiliates,\nincluding, but not limited to, DoubleClick Inc. (\"DoubleClick\") (hereafter\nreferred to collectively as the \"Corporation, and individually as \"entities\" of\nthe Corporation); and __________ (hereafter \"Executive\").\n\n                                   WITNESSETH:\n\n      WHEREAS, the parties hereto acknowledge that as between them, the\nProprietary Information (as defined below) is important, material and will\naffect the successful conduct of the business and operations of the Corporation.\n\n      NOW, THEREFORE, in consideration of the premises and of the covenants and\nagreements hereinafter contained, the parties hereto agree as follows:\n\n                                  Definitions\n\n      1. The term \"Proprietary Information\" shall mean (i) trade secrets,\nincluding, but not limited to, all Corporation-owned designs, formulae,\ndrawings, diagrams and client data employed by the Corporation in developing\ndatabases by consolidating unaffiliated direct mail response lists, contributed\nby the list owners, into one or more master files to be used in developing\nsoftware or software algorithms for the purpose of predicting the relative\nperformance of various segments of said types of master files in the direct mail\napplications of its clients and the fulfilling of said segments for its clients;\n(ii) the names of any customers, the Corporation's marketing strategies, the\nnames of its vendors and suppliers, the costs of materials and labor, the prices\nobtained for services sold (including the methods used in price determination,\nmanufacturing and sales costs),\n\n\n\n\nlists or other written records used in the Corporation's business, compensation\npaid to employees and consultants and other terms of employment, production\noperation techniques or any other confidential information of, about or\npertaining to the business of the Corporation, or any of the Corporation's\nentities, individually or in any combination, including, but not limited to,\ninformation regarding DoubleClick network affiliates or advertisers, DART\ntechnology or services, and closed loop marketing solutions, and (iii) all\nProprietary Information listed in (i) and (ii) above as well as any tangible\nmaterial that embodies such Proprietary Information such as notebooks, drawings,\ndocuments, memoranda, reports, files, samples, books, computer programs,\ncorrespondence, lists or other written and graphic records that affect or relate\nto the business of the Corporation, and (iv) all Proprietary Information listed\nin (i), (ii) and (iii) of the Corporation's clients or customers obtained by\nExecutive during his association with the Corporation. Said Proprietary\nInformation shall cease to be considered proprietary should it become public\nknowledge or contain only information available in the public domain other than\nthrough a breach of this Agreement.\n\n                            Covenant Not to Compete\n\n      2. Executive agrees that he will not, during the course of his employment\nby or service to the Corporation, (including any current or future employment of\nhim by the Corporation) and for a period of one (1) year commencing upon the\nexpiration of his service or employment, individually or on behalf of persons\nnot now parties to this Agreement, or as a partner, stockholder, director,\nofficer, principal, agent, employee, or in any other capacity or relationship:\n(i) engage in any business or employment for, or aid, consult or endeavor to\nassist any business or legal entity that competes with any of the products or\nservices offered or planned by the Corporation, or any of the Corporation's\nentities, including, but not limited to, any business or legal entity engaged in\ndeveloping databases by consolidating unaffiliated direct mail \n\n\n                                       9\n\n\n\nresponse lists, contributed by the list owners, into one or more master files to\nbe used in developing software or software algorithms for the purpose of\npredicting the relative performance of various segments of said types of master\nfiles in the direct mail applications of its clients and the fulfilling of said\nsegments for its clients, or any business or legal entity engaged in providing\nInternet advertising products, services or solutions, and excluding from said\nbusinesses or legal entities list maintenance, list marketing, list brokerage\nand general direct marketing analysis and consulting. Together the business and\noperations set forth above are hereafter known as the Business of the\nCorporation. The Corporation and Executive acknowledge the reasonableness of the\nworld wide geographic area and duration of time which are part of said covenant.\n\n                         Non-solicitation of Customers\n\n      3. Unless waived in writing by the Corporation, Executive further agrees\nthat he will not, during the course of his service to or employment by the\nCorporation and for one (1) year thereafter, solicit the trade or patronage of\nany of the customers or known prospective customers of the Corporation, or any\nof its entities, or of anyone who has heretofore traded and dealt with the\nCorporation, or any of its entities, regardless of the location of such\ncustomers or prospective customers, if such trade or patronage relates to the\nProprietary Information or Business of the Corporation as defined above and\nexcluding list maintenance list marketing, list brokerage and general direct\nmarketing analysis and consulting. For the purposes of this paragraph,\n\"customers\" includes, without limitation, DoubleClick network affiliates and\nadvertisers. \n\n             Non-solicitation of other Employees and\/or Consultants\n\n      4. Executive agrees that he will not, during the Course of his service to\nthe Corporation (including any current or future employment of him by the\nCorporation) and for a period of one (1) year commencing upon the expiration of\nhis service or employment, \n\n\n                                       10\n\n\n\nindividually or on behalf of persons not now parties to this Agreement, aid or\nendeavor to solicit or induce any other employee, employees, consultant and\/or\nconsultants of the Corporation, or any of its entities, to leave their\nemployment with the Corporation in order to accept a position of any kind with\nany other person, firm, partnership or corporation.\n\n                             Non-disclosure\/Non-use\n\n      5. Executive agrees that he will not, without the written consent of the\nChief Executive Officer of DoubleClick, during the course of his service to the\nCorporation (including any current or future employment of him by the\nCorporation) or thereafter, (i) divulge, disclose or communicate to any person,\nfirm, corporation or other entity, the Proprietary Information or (ii) use any\nof the Proprietary Information.\n\n                                   Assignment\n\n      6. Executive acknowledges that certain Business of the Corporation and\nProprietary Information are unique to the Corporation and are of such nature to\ngive the Corporation a distinct competitive advantage. Executive therefore\nagrees that all results of his work specifically for the Corporation shall be\nthe exclusive property of the Corporation.\n\n                               Breach of Covenants\n\n      7. In the event suit is instituted to enforce any provision of this\nAgreement, the prevailing party shall be entitled to costs thereof including\ncourt costs and reasonable attorney's fees. The provisions of paragraphs 1\nthrough 7, inclusive, shall survive the termination of this Agreement except in\nthose cases excepted in the provisions of this Agreement.\n\n                       Necessary and Reasonable Covenants\n\n      8. (a) Executive acknowledges and agrees that as a founder and major\nshareholder of Atlanta Corporation he has gained and will gain access to the\nProprietary Information, including DoubleClick's Proprietary Information, and\nhas discovered and will \n\n\n                                       11\n\n\n\ndiscover opportunities which comprise a set of skills and information\nspecifically suited to the operation of an entity engaged in the same business\nas the Corporation, and its entities, including, without limitation,\nDoubleClick, and that use of such skills and experience for any other directly\ncompeting entity could destroy or damage the Business of the Corporation.\n\n            (b) Executive further acknowledges that his knowledge of the\nProprietary Information would cause him, if he were employed by, an agent for,\nor a consultant to any other entity engaged in the same business as the\nCorporation for the purpose of functioning in the same business as the\nCorporation, to inherently make decisions, form judgments and take actions that\nwould use the Proprietary Information.\n\n            (c) Executive further acknowledges that the market for the\nCorporation's goods and services has no geographic limitations since such goods\nand services may be used throughout the world and that, under such\ncircumstances, it is reasonable, fair and appropriate that the covenant not to\ncompete have no territorial limitations.\n\n            (d) Executive acknowledges that the time period restrictions\ncontained herein are fair, equitable and reasonable periods of time under the\ncircumstances.\n\n                                Waiver of Breach\n\n      9. The waiver by either party of any breach of any provision of this\nAgreement shall not operate or be construed as a waiver of any subsequent breach\nby the other party. \n\n                                 Binding Effect\n\n      10. This Agreement is binding upon, and inures to the benefit of, the\nparties hereto and their successors, heirs, legal representatives and assigns,\nbut neither this Agreement nor any rights hereunder may be assigned by either\nparty without the prior written consent of the other party.\n\n\n                                       12\n\n\n\n                                   Amendments\n\n      11. No amendment or supplement to this Agreement shall be made except in a\nwriting executed by both parties.\n\n                         No Rule of Strict Construction\n\n      12. The language contained herein shall be deemed to be that approved by\nall parties hereto and no rule of strict construction shall be applied against\nany party hereto.\n\n                 Invalidity or Unenforceability of any Provision\n\n      13. The provisions of this Agreement are severable, and should any of its\nprovisions, clauses, or portions thereof be deemed invalid and of no force and\neffect, then only that provision, clause, or portion thereof shall fail and the\nremainder of this Agreement shall be in full force and effect.\n\n                                  Governing Law\n\n      14. This Agreement shall be governed by the laws of New York (except as to\nchoice of law) both as to interpretation and performance.\n\n\n                                       13\n\n\n\n      IN WITNESS WHEREOF, the undersigned have executed this Agreement on the\ndate first above written.\n\n                                    ABACUS DIRECT CORPORATION\n\n\n                                    By:_________________________________________\n                                        Name:\n                                        Title:\n\n\n                                    By:_________________________________________\n                                       _____________\n\n\n                                       14\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7345],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9622,9626],"class_list":["post-43017","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-doubleclick-inc","corporate_contracts_industries-services__advertising","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43017","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43017"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43017"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43017"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43017"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}